{"id":43957,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/underwriting-agreement-apache-corp.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"underwriting-agreement-apache-corp","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/securities\/underwriting-agreement-apache-corp.html","title":{"rendered":"Underwriting Agreement – Apache Corp."},"content":{"rendered":"

APACHE CORPORATION<\/p>\n

\n

$500,000,000 3.625% Notes due 2021
\n$500,000,000 5.250% Notes due 2042<\/p>\n

\n

UNDERWRITING AGREEMENT<\/u><\/p>\n

\n

Dated: November 30, 2010<\/p>\n<\/p>\n

\n

APACHE CORPORATION<\/p>\n

\n

$500,000,000 3.625% Notes due 2021
\n$500,000,000 5.250% Notes due 2042<\/p>\n

\n

UNDERWRITING AGREEMENT<\/strong><\/p>\n

\n

November 30, 2010<\/p>\n

\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Deutsche Bank Securities Inc.<\/p>\n<\/td>\n

<\/td>\n\n

J.P. Morgan Securities LLC<\/p>\n<\/td>\n<\/tr>\n

\n

Goldman, Sachs & Co.<\/p>\n<\/td>\n

<\/td>\n\n

RBS Securities Inc.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

as Representatives of the several<\/p>\n<\/p>\n

Underwriters named in Schedule A<\/u> hereto<\/p>\n<\/p>\n

c\/o:<\/p>\n<\/p>\n

Deutsche Bank Securities Inc.
\n60 Wall Street
\nNew York, New York 10005<\/p>\n<\/p>\n

Goldman, Sachs & Co.
\n200 West Street
\nNew York, New York 10282<\/p>\n<\/p>\n

J.P. Morgan Securities LLC
\n383 Madison Avenue
\nNew York, New York 10179<\/p>\n<\/p>\n

RBS Securities Inc.
\n600 Washington Blvd.
\nStamford, Connecticut 06901<\/p>\n<\/p>\n

Ladies and Gentlemen:<\/p>\n<\/p>\n

Apache Corporation, a Delaware corporation (the “Company”) confirms its
\nagreement with Deutsche Bank Securities Inc., Goldman, Sachs & Co., J.P.
\nMorgan Securities LLC and RBS Securities Inc. and each of the other Underwriters
\nnamed in Schedule A<\/u> hereto (collectively, the “Underwriters,” which term
\nshall also include any underwriter substituted as hereinafter provided in
\nSection 10 hereof), for whom Deutsche Bank Securities Inc., Goldman, Sachs &
\nCo., J.P. Morgan Securities LLC and RBS Securities Inc. are acting as
\nrepresentatives (in such capacity, the “Representatives”), with respect to the
\nsale by the Company and the purchase by the Underwriters, acting severally and
\nnot jointly, of $500,000,000 aggregate principal amount of the Company153s 3.625%
\nNotes due 2021 (the “2021 Notes”) and $500,000,000 aggregate principal amount of
\nthe Company153s 5.250% Notes due 2042 (the “2042 Notes” and, together with the
\n2021 Notes, the “Securities”) as set forth in Schedule A<\/u> hereto. The
\nCompany understands that the Underwriters propose to make a public offering of
\nthe Securities as soon as the Representatives deem advisable after this
\nAgreement has been executed and delivered.<\/p>\n<\/p>\n

The Securities will be issued pursuant to an indenture (the “Base
\nIndenture”), dated as of February 15, 1996, as supplemented and amended pursuant
\nto a First Supplemental Indenture (the “First Supplemental Indenture”), dated as
\nof November 5, 1996, between the Company and The Bank of New<\/p>\n<\/p>\n

\n

York Mellon Trust Company, N.A. (formerly known as The Bank of New York Trust
\nCompany, N.A. (as successor to JP Morgan Chase Bank, N.A., formerly known as
\nChemical Bank)), as trustee (the “Trustee”). Certain terms of the Securities
\nwill be established pursuant to an Officers153 Certificate (the “Indenture
\nOfficers153 Certificate”) pursuant to the Base Indenture (the Base Indenture, as
\nsupplemented and amended by the First Supplemental Indenture, together with the
\nIndenture Officers153 Certificate, the “Indenture”). Unless otherwise instructed
\nby the Representatives, the Securities will be issued in book-entry form in the
\nname of Cede & Co., as nominee of The Depository Trust Company (the “DTC”),
\npursuant to a letter of representations, to be dated on or before the Closing
\nTime (as defined below) among the Company, the Trustee and the DTC.<\/p>\n<\/p>\n

The Company has prepared and filed with the Securities and Exchange
\nCommission (the “Commission”) an automatic shelf registration statement on Form
\nS-3 (File No. 333-155884) covering the public offering and sale of certain
\nsecurities, including the Securities, under the Securities Act of 1933, as
\namended (the “1933 Act”), and the rules and regulations promulgated thereunder
\n(the “1933 Act Regulations”), which automatic shelf registration statement
\nbecame effective under Rule 462(e) under the 1933 Act Regulations (“Rule
\n462(e)”). Such registration statement, as of any time, means such registration
\nstatement as amended by any post-effective amendments thereto to such time,
\nincluding the exhibits and any schedules thereto at such time, the documents
\nincorporated or deemed to be incorporated by reference therein at such time
\npursuant to Item 12 of Form S-3 under the 1933 Act and the documents otherwise
\ndeemed to be a part thereof as of such time pursuant to Rule 430B under the 1933
\nAct Regulations (“Rule 430B”), and is referred to herein as the “Registration
\nStatement;” provided, however, that the “Registration Statement” without
\nreference to a time means such registration statement as amended by any
\npost-effective amendments thereto as of the time of the first contract of sale
\nfor the Securities, which time shall be considered the “new effective date” of
\nsuch registration statement with respect to the Securities within the meaning of
\nparagraph (f)(2) of Rule 430B, including the exhibits and schedules thereto as
\nof such time, the documents incorporated or deemed incorporated by reference
\ntherein at such time pursuant to Item 12 of Form S-3 under the 1933 Act and the
\ndocuments otherwise deemed to be a part thereof as of such time pursuant to the
\nRule 430B. Each preliminary prospectus used in connection with the offering of
\nthe Securities, including the documents incorporated or deemed to be
\nincorporated by reference therein pursuant to Item 12 of Form S-3 under the 1933
\nAct, are collectively referred to herein as a “preliminary prospectus.” Promptly
\nafter execution and delivery of this Agreement, the Company will prepare and
\nfile a final prospectus relating to the Securities in accordance with the
\nprovisions of Rule 424(b) under the 1933 Act Regulations (“Rule 424(b)”). The
\nfinal prospectus, in the form first furnished or made available to the
\nUnderwriters for use in connection with the offering of the Securities,
\nincluding the documents incorporated or deemed to be incorporated by reference
\ntherein pursuant to Item 12 of Form S-3 under the 1933 Act, are collectively
\nreferred to herein as the “Prospectus.” For purposes of this Agreement, all
\nreferences to the Registration Statement, any preliminary prospectus, the
\nProspectus or any amendment or supplement to any of the foregoing shall be
\ndeemed to include the copy filed with the Commission pursuant to its Electronic
\nData Gathering, Analysis and Retrieval system (“EDGAR”) or its Interactive Data
\nElectronic Applications system (“IDEA”).<\/p>\n<\/p>\n

As used in this Agreement:<\/p>\n<\/p>\n

“Applicable Time” means 3:45 P.M., New York City time, on November 30, 2010
\nor such other time as agreed by the Company and the Representatives.<\/p>\n<\/p>\n

“General Disclosure Package” means any Issuer General Use Free Writing
\nProspectuses issued at or prior to the Applicable Time, the preliminary
\nprospectus (including any documents incorporated therein by reference) that is
\nincluded in the Registration Statement as of the Applicable Time and the
\ninformation included on Schedule B-1<\/u> hereto, all considered together.\n<\/p>\n<\/p>\n

2<\/p>\n

\n

\n

“Issuer Free Writing Prospectus” means any “issuer free writing prospectus,”
\nas defined in Rule 433 of the 1933 Act Regulations (“Rule 433”), including
\nwithout limitation any “free writing prospectus” (as defined in Rule 405 of the
\n1933 Act Regulations (“Rule 405”)) relating to the Securities that is (i)
\nrequired to be filed with the Commission by the Company, (ii) a “road show that
\nis a written communication” within the meaning of Rule 433(d)(8)(i), whether or
\nnot required to be filed with the Commission, or (iii) exempt from filing with
\nthe Commission pursuant to Rule 433(d)(5)(i) because it contains a description
\nof the Securities or of the offering that does not reflect the final terms, in
\neach case in the form filed or required to be filed with the Commission or, if
\nnot required to be filed, in the form retained in the Company153s records pursuant
\nto Rule 433(g).<\/p>\n<\/p>\n

“Issuer General Use Free Writing Prospectus” means any Issuer Free Writing
\nProspectus that is intended for general distribution to prospective investors
\n(other than a “bona fide<\/em> electronic road show,” as defined in Rule
\n433), as evidenced by its being specified in Schedule B-2<\/u> hereto.<\/p>\n<\/p>\n

“Issuer Limited Use Free Writing Prospectus” means any Issuer Free Writing
\nProspectus that is not an Issuer General Use Free Writing Prospectus.<\/p>\n<\/p>\n

All references in this Agreement to financial statements and schedules and
\nother information which is “contained,” “included” or “stated” (or other
\nreferences of like import) in the Registration Statement, any preliminary
\nprospectus or the Prospectus shall be deemed to include all such financial
\nstatements and schedules and other information incorporated or deemed
\nincorporated by reference in the Registration Statement, any preliminary
\nprospectus or the Prospectus, as the case may be, as of the Applicable Time; and
\nall references in this Agreement to amendments or supplements to the
\nRegistration Statement, any preliminary prospectus or the Prospectus shall be
\ndeemed to include the filing of any document under the Securities Exchange Act
\nof 1934, as amended, and the rules and regulations promulgated thereunder
\n(collectively, the “1934 Act”), incorporated or deemed to be incorporated by
\nreference in the Registration Statement, any preliminary prospectus or the
\nProspectus, as the case may be, at or after the Applicable Time.<\/p>\n<\/p>\n

SECTION 1. Representations and Warranties<\/u>.<\/p>\n<\/p>\n

(a) Representations and Warranties by the Company<\/em>. The Company
\nrepresents and warrants to each Underwriter as of the date hereof, the
\nApplicable Time and the Closing Time (as defined below), and agrees with each
\nUnderwriter, as follows:<\/p>\n<\/p>\n

(i) Registration Statement and Prospectuses<\/u>. The Company meets the
\nrequirements for use of Form S-3 under the 1933 Act. The Registration Statement
\nis an “automatic shelf registration statement” (as defined in Rule 405) and the
\nSecurities have been and remain eligible for registration by the Company on such
\nautomatic shelf registration statement. Each of the Registration Statement and
\nany post-effective amendment thereto has become effective under the 1933 Act. No
\nstop order suspending the effectiveness of the Registration Statement or any
\npost-effective amendment thereto has been issued under the 1933 Act, no order
\npreventing or suspending the use of any preliminary prospectus or the Prospectus
\nhas been issued and no proceedings for any of those purposes have been
\ninstituted or are pending or, to the Company153s knowledge, contemplated. The
\nCompany has complied with each request (if any) from the Commission for
\nadditional information. In addition, the Indenture has been duly qualified under
\nthe Trust Indenture Act of 1939, as amended, and the rules and regulations
\npromulgated thereunder (the “Trust Indenture Act”).<\/p>\n<\/p>\n

3<\/p>\n

\n

\n

Each of the Registration Statement and any post-effective amendment thereto,
\nat the time of its effectiveness and at each deemed effective date with respect
\nto the Underwriters pursuant to Rule 430B(f)(2) under the 1933 Act Regulations,
\ncomplied in all material respects with the requirements of the 1933 Act and the
\n1933 Act Regulations. Each preliminary prospectus (including the prospectus
\nfiled as part of the Registration Statement as originally filed or as part of
\nany amendment thereto), at the time it was filed, complied in all material
\nrespects with the 1933 Act Regulations and each preliminary prospectus and the
\nProspectus delivered to the Underwriters for use in connection with this
\noffering was identical to the electronically transmitted copies thereof filed
\nwith the Commission pursuant to EDGAR or IDEA, except to the extent permitted by
\nRegulation S-T.<\/p>\n<\/p>\n

The documents incorporated or deemed to be incorporated by reference in the
\nRegistration Statement and the Prospectus, when they became effective or at the
\ntime they were or hereafter are filed with the Commission, complied and will
\ncomply in all material respects with the requirements of the 1934 Act and the
\nrules and regulations of the Commission under the 1934 Act (the “1934 Act
\nRegulations”).<\/p>\n<\/p>\n

(ii) Accurate Disclosure<\/u>. Neither the Registration Statement nor any
\namendment thereto, at its effective time or the Closing Time, contained,
\ncontains or will contain an untrue statement of a material fact or omitted,
\nomits or will omit to state a material fact required to be stated therein or
\nnecessary to make the statements therein not misleading. As of the Applicable
\nTime, neither (A) the General Disclosure Package nor (B) any individual Issuer
\nLimited Use Free Writing Prospectus, when considered together with the General
\nDisclosure Package, included, includes or will include an untrue statement of a
\nmaterial fact or omitted, omits or will omit to state a material fact necessary
\nin order to make the statements therein, in the light of the circumstances under
\nwhich they were made, not misleading. Neither the Prospectus nor any amendment
\nor supplement thereto (including any prospectus wrapper), as of its issue date,
\nat the time of any filing with the Commission pursuant to Rule 424(b), at the
\nClosing Time, included, includes or will include an untrue statement of a
\nmaterial fact or omitted, omits or will omit to state a material fact necessary
\nin order to make the statements therein, in the light of the circumstances under
\nwhich they were made, not misleading.<\/p>\n<\/p>\n

The representations and warranties in this subsection shall not apply to
\nstatements in or omissions from the Registration Statement (or any amendment
\nthereto), the General Disclosure Package or the Prospectus (or any amendment or
\nsupplement thereto) made in reliance upon and in conformity with written
\ninformation furnished to the Company by any Underwriter through the
\nRepresentatives expressly for use therein. For purposes of this Agreement, the
\nonly information so furnished shall be the information in the first paragraph
\nunder the heading “Underwriting:Commissions and Discounts” and the information
\nunder the heading “Underwriting:Short Positions” in the Prospectus
\n(collectively, the “Underwriter Information”).<\/p>\n<\/p>\n

(iii) Issuer Free Writing Prospectuses<\/u>. No Issuer Free Writing
\nProspectus conflicts or will conflict with the information contained in the
\nRegistration Statement or the Prospectus, including any document incorporated by
\nreference therein, and any preliminary or other prospectus deemed to be a part
\nthereof that has not been superseded or modified. Any offer that is a written
\ncommunication relating to the Securities made prior to the initial filing of the
\nRegistration Statement by the Company or any person acting on its behalf (within
\nthe meaning, for this paragraph only, of Rule 163(c) of the 1933 Act
\nRegulations) has been filed with the Commission in accordance with the exemption
\nprovided by Rule 163 under the 1933 Act Regulations (“Rule 163”) and otherwise
\ncomplied with the requirements of Rule 163, including<\/p>\n<\/p>\n

4<\/p>\n

\n

\n

without limitation the legending requirement, to qualify such offer for the
\nexemption from Section 5(c) of the 1933 Act provided by Rule 163.<\/p>\n<\/p>\n

(iv) Well-Known Seasoned Issuer.<\/u> (A) At the original effectiveness of
\nthe Registration Statement, (B) at the time of the most recent amendment thereto
\nfor the purposes of complying with Section 10(a)(3) of the 1933 Act (whether
\nsuch amendment was by post-effective amendment, incorporated report filed
\npursuant to Section 13 or 15(d) of the 1934 Act or form of prospectus), (C) at
\nthe time the Company or any person acting on its behalf (within the meaning, for
\nthis clause only, of Rule 163(c) of the 1933 Act Regulations) made any offer
\nrelating to the Securities in reliance on the exemption of Rule 163, and (D) as
\nof the Applicable Time, the Company was and is a “well-known seasoned issuer”
\n(as defined in Rule 405).<\/p>\n<\/p>\n

(v) Company Not Ineligible Issuer<\/u>. At the time of filing the
\nRegistration Statement and any post-effective amendment thereto, at the earliest
\ntime thereafter that the Company or another offering participant made a
\nbona fide <\/em>offer (within the meaning of Rule 164(h)(2) of the 1933 Act
\nRegulations) of the Securities and at the date hereof, the Company was not and
\nis not an “ineligible issuer,” as defined in Rule 405, without taking account of
\nany determination by the Commission pursuant to Rule 405 that it is not
\nnecessary that the Company be considered an ineligible issuer.<\/p>\n<\/p>\n

(vi) Independent Accountants<\/u>. Ernst & Young LLP, the accountants
\nwho certified the financial statements and supporting schedules included in the
\nRegistration Statement, are independent public accountants with respect to the
\nCompany as required by the 1933 Act, the 1933 Act Regulations, the 1934 Act, the
\n1934 Act Regulations and the Public Company Accounting Oversight Board.<\/p>\n<\/p>\n

(vii) Financial Statements; Non-GAAP Financial Measures<\/u>. The financial
\nstatements included or incorporated by reference in the Registration Statement,
\nthe General Disclosure Package and the Prospectus, together with the related
\nschedules and notes, present fairly the consolidated financial position of the
\nCompany and its consolidated subsidiaries at the dates indicated and the
\nconsolidated results of operations, stockholders153 equity and cash flows of the
\nCompany and its consolidated subsidiaries for the periods specified; except as
\nstated therein, said financial statements have been prepared in conformity with
\nU.S. generally accepted accounting principles (“GAAP”) applied on a consistent
\nbasis throughout the periods involved. The supporting schedules, if any, present
\nfairly in accordance with GAAP the information required to be stated therein.
\nThe selected financial data and the summary financial information, if any,
\nincluded in the Registration Statement, the General Disclosure Package and the
\nProspectus present fairly the information shown therein and have been compiled
\non a basis consistent with that of the audited financial statements included
\ntherein. The pro forma financial statements and the related notes thereto, if
\nany, included in the Registration Statement, the General Disclosure Package and
\nthe Prospectus present fairly the information shown therein, have been prepared
\nin accordance with the Commission153s rules and guidelines with respect to pro
\nforma financial statements and have been properly compiled on the bases
\ndescribed therein, and the assumptions used in the preparation thereof are
\nreasonable and the adjustments used therein are appropriate to give effect to
\nthe transactions and circumstances referred to therein. Except as included or
\nincorporated by reference therein, no historical or pro forma financial
\nstatements or supporting schedules are required to be included or incorporated
\nby reference in the Registration Statement, the General Disclosure Package or
\nthe Prospectus under the 1933 Act or the 1933 Act Regulations. All disclosures
\ncontained in the Registration Statement, the General Disclosure Package or the
\nProspectus, or incorporated by reference therein, regarding “non-GAAP financial
\nmeasures” (as such term is defined by the rules and regulations of the
\nCommission) comply in all<\/p>\n<\/p>\n

5<\/p>\n

\n

\n

material respects with Regulation G of the 1934 Act and Item 10 of Regulation
\nS-K of the 1933 Act, to the extent applicable.<\/p>\n<\/p>\n

(viii) No Material Adverse Change in Business<\/u>. Except as otherwise
\nstated therein, since the respective dates as of which information is given in
\nthe Registration Statement, the General Disclosure Package or the Prospectus,
\n(A) there has been no material adverse change in the condition, financial or
\notherwise, or in the results of operations, business affairs or business
\nprospects of the Company and its subsidiaries considered as one enterprise,
\nwhether or not arising in the ordinary course of business (a “Material Adverse
\nEffect”), (B) there have been no transactions entered into by the Company or any
\nof its subsidiaries, other than those in the ordinary course of business, which
\nare material with respect to the Company and its subsidiaries considered as one
\nenterprise, and (C) except for regular quarterly dividends on the Common Stock
\nin amounts per share that are consistent with past practice, there has been no
\ndividend or distribution of any kind declared, paid or made by the Company on
\nany class of its capital stock.<\/p>\n<\/p>\n

(ix) Good Standing of the Company<\/u>. The Company has been duly
\nincorporated and is validly existing as a corporation in good standing under the
\nlaws of the State of Delaware and has corporate power and authority to own,
\nlease and operate its properties and to conduct its business as described in the
\nGeneral Disclosure Package and the Prospectus and to enter into and perform its
\nobligations under this Agreement; and the Company is duly qualified as a foreign
\ncorporation to transact business and is in good standing in the State of Texas
\nand in each other jurisdiction in which such qualification is required, whether
\nby reason of the ownership or leasing of property or the conduct of business,
\nexcept where the failure so to qualify or to be in good standing would not
\nresult in a Material Adverse Effect.<\/p>\n<\/p>\n

(x) Good Standing of Subsidiaries<\/u>. Each “significant subsidiary” of
\nthe Company (as such term is defined in Rule 1-02 of Regulation S-X) (each, a
\n“Subsidiary” and, collectively, the “Subsidiaries”) has been duly organized and
\nis validly existing in good standing under the laws of the jurisdiction of its
\nincorporation or organization, has corporate or similar power and authority to
\nown, lease and operate its properties and to conduct its business as described
\nin the General Disclosure Package and the Prospectus and is duly qualified to
\ntransact business and is in good standing in each jurisdiction in which such
\nqualification is required, whether by reason of the ownership or leasing of
\nproperty or the conduct of business, except where the failure to so qualify or
\nto be in good standing would not result in a Material Adverse Effect. Except as
\notherwise disclosed in the General Disclosure Package and the Prospectus, all of
\nthe issued and outstanding capital stock or other ownership interests of each
\nSubsidiary has been duly authorized and validly issued, is fully paid and non
\nassessable and is owned by the Company, directly or through subsidiaries, free
\nand clear of any security interest, mortgage, pledge, lien, encumbrance, claim
\nor equity. None of the outstanding shares of capital stock or other ownership
\ninterests of any Subsidiary was issued in violation of the preemptive or similar
\nrights of any securityholder of such Subsidiary. The only Subsidiaries of the
\nCompany are listed on Exhibit 21.1 to the Company153s Annual Report on Form 10-K
\nfor the fiscal year ended December 31, 2009.<\/p>\n<\/p>\n

(xi) Capitalization<\/u>. The authorized, issued and outstanding shares of
\ncapital stock of the Company are as set forth in the General Disclosure Package
\nand the Prospectus in the column entitled “Actual” under the caption
\n“Capitalization” (except for subsequent issuances, if any, pursuant to this
\nAgreement, pursuant to reservations, agreements or employee benefit plans
\nreferred to in the General Disclosure Package and the Prospectus or pursuant to
\nthe exercise of convertible securities or options referred to in the General
\nDisclosure Package and the Prospectus).<\/p>\n<\/p>\n

6<\/p>\n

\n

\n

(xii) Authorization of Agreement<\/u>. This Agreement has been duly
\nauthorized, executed and delivered by the Company.<\/p>\n<\/p>\n

(xiii) Authorization of Indenture and Indenture Officers153
\nCertificate<\/u>. (i) The Indenture has been duly qualified under the Trust
\nIndenture Act and has been duly authorized, executed and delivered by the
\nCompany and constitutes a valid and binding agreement of the Company,
\nenforceable against the Company in accordance with its terms, except as the
\nenforcement thereof may be limited by bankruptcy, insolvency, fraudulent
\ntransfer, reorganization, moratorium or other similar laws relating to or
\naffecting the rights and remedies of creditors or by general equitable
\nprinciples; and (ii) the Indenture Officers153 Certificate that establishes
\ncertain terms of the Securities has been duly authorized, executed and delivered
\nby the Company.<\/p>\n<\/p>\n

(xiv) Authorization and Description of Securities<\/u>. The Securities to
\nbe purchased by the Underwriters from the Company are in the form contemplated
\nby the Indenture and have been duly authorized for issuance and sale to the
\nUnderwriters pursuant to this Agreement and the Indenture and, at the Closing
\nTime, will have been duly executed by the Company and, when authenticated in the
\nmanner provided for in the Indenture and delivered against payment of the
\npurchase price therefor, will constitute valid and binding obligations of the
\nCompany, enforceable in accordance with their terms, except as the enforcement
\nthereof may be limited by bankruptcy, insolvency, fraudulent transfer,
\nreorganization, moratorium or other similar laws relating to or affecting the
\nrights and remedies of creditors or by general equitable principles, and will be
\nentitled to the benefits of the Indenture. The Securities and the Indenture
\nconform in all material respects to all statements relating thereto contained in
\nthe General Disclosure Package and the Prospectus and such description conforms
\nin all material respects to the rights set forth in the instruments defining the
\nsame. The persons in whose names the Securities are registered will be entitled
\nto the rights specified therein and in the Indenture. No holder of Securities
\nwill be subject to personal liability by reason of being such a holder.<\/p>\n<\/p>\n

(xv) Absence of Violations, Defaults and Conflicts<\/u>. Neither the
\nCompany nor any of its subsidiaries is (A) in violation of its charter, by-laws
\nor similar organizational document, (B) in default in the performance or
\nobservance of any obligation, agreement, covenant or condition contained in any
\ncontract, indenture, mortgage, deed of trust, loan or credit agreement, note,
\nlease or other agreement or instrument to which the Company or any of its
\nsubsidiaries is a party or by which it or any of them may be bound or to which
\nany of the properties or assets of the Company or any subsidiary is subject
\n(collectively, “Agreements and Instruments”), except for such defaults that
\nwould not, singly or in the aggregate, result in a Material Adverse Effect, or
\n(C) in violation of any law, statute, rule, regulation, judgment, order, writ or
\ndecree of any arbitrator, court, governmental body, regulatory body,
\nadministrative agency or other authority, body or agency having jurisdiction
\nover the Company or any of its subsidiaries or any of their respective
\nproperties, assets or operations (each, a “Governmental Entity”), except for
\nsuch violations that would not, singly or in the aggregate, result in a Material
\nAdverse Effect. The execution, delivery and performance of this Agreement and
\nthe consummation of the transactions contemplated herein and in the General
\nDisclosure Package and the Prospectus (including the issuance and sale of the
\nSecurities and the use of the proceeds from the sale of the Securities as
\ndescribed therein under the caption “Use of Proceeds”) and the Indenture and
\ncompliance by the Company with its obligations hereunder and under the Indenture
\nhave been duly authorized by all necessary corporate action and do not and will
\nnot, whether with or without the giving of notice or passage of time or both,
\nconflict with or constitute a breach of, or default or Repayment Event (as
\ndefined below) under, or result in the creation or imposition of any lien,
\ncharge or encumbrance upon any properties or assets of the Company or any
\nsubsidiary pursuant to, the Agreements and Instruments (except for such
\nconflicts, breaches, defaults or Repayment Events or liens, charges<\/p>\n<\/p>\n

7<\/p>\n

\n

\n

or encumbrances that would not, singly or in the aggregate, result in a
\nMaterial Adverse Effect), nor will such action result in any violation of (i)
\nthe provisions of the charter, by-laws or similar organizational document of the
\nCompany or any of its subsidiaries or (ii) any law, statute, rule, regulation,
\njudgment, order, writ or decree of any Governmental Entity, except in the case
\nof clause (ii) herein, for such violations that would not, singly or in the
\naggregate, result in a Material Adverse Effect. As used herein, a “Repayment
\nEvent” means any event or condition which gives the holder of any note,
\ndebenture or other evidence of indebtedness (or any person acting on such
\nholder153s behalf) the right to require the repurchase, redemption or repayment of
\nall or a portion of such indebtedness by the Company or any of its subsidiaries.\n<\/p>\n<\/p>\n

(xvi) Absence of Labor Dispute<\/u>. No labor dispute with the employees of
\nthe Company or any of its subsidiaries exists or, to the knowledge of the
\nCompany, is imminent that would result in a Material Adverse Effect.<\/p>\n<\/p>\n

(xvii) Absence of Proceedings<\/u>. Except as disclosed in the General
\nDisclosure Package and the Prospectus, there is no action, suit, proceeding,
\ninquiry or investigation before or brought by any Governmental Entity now
\npending or, to the knowledge of the Company, threatened, against or affecting
\nthe Company or any of its subsidiaries, where (A) there is a reasonable
\npossibility that such action, suit, proceeding, inquiry or investigation might
\nbe determined adversely to the Company or such subsidiary and (B) any such
\naction, suit, proceeding, inquiry or investigation, if so determined adversely,
\nwould, singly or in the aggregate, reasonably be expected to result in a
\nMaterial Adverse Effect or adversely affect the consummation of the transactions
\ncontemplated in this Agreement or the performance by the Company of its
\nobligations hereunder.<\/p>\n<\/p>\n

(xviii) Accuracy of Exhibits<\/u>. There are no contracts or documents
\nwhich are required by the 1933 Act or the 1933 Act Regulations to be described
\nin the Registration Statement or to be filed as exhibits thereto which have not
\nbeen so described and filed as required.<\/p>\n<\/p>\n

(xix) Absence of Further Requirements<\/u>. No filing with, or
\nauthorization, approval, consent, license, order, registration, qualification or
\ndecree of, any Governmental Entity is necessary or required for the performance
\nby the Company of its obligations hereunder, in connection with the offering,
\nissuance or sale of the Securities hereunder or the consummation of the
\ntransactions contemplated by this Agreement, except such as have been already
\nobtained or as may be required under the 1933 Act, the 1933 Act Regulations, the
\nrules of the New York Stock Exchange, the NASDAQ Stock Market LLC or the Chicago
\nStock Exchange, state securities laws or the rules of Financial Industry
\nRegulatory Authority, Inc. (“FINRA”).<\/p>\n<\/p>\n

(xx) Possession of Licenses and Permits<\/u>. The Company and its
\nsubsidiaries possess such permits, licenses, approvals, consents and other
\nauthorizations (collectively, “Governmental Licenses”) issued by the appropriate
\nGovernmental Entities necessary to conduct the business now operated by them,
\nexcept where the failure so to possess would not, singly or in the aggregate,
\nresult in a Material Adverse Effect. The Company and its subsidiaries are in
\ncompliance with the terms and conditions of all Governmental Licenses, except
\nwhere the failure so to comply would not, singly or in the aggregate, result in
\na Material Adverse Effect. All of the Governmental Licenses are valid and in
\nfull force and effect, except when the invalidity of such Governmental Licenses
\nor the failure of such Governmental Licenses to be in full force and effect
\nwould not, singly or in the aggregate, result in a Material Adverse Effect.
\nNeither the Company nor any of its subsidiaries has received any notice of
\nproceedings relating to the revocation or modification of any Governmental
\nLicenses which, singly or in the aggregate, if the subject of an unfavorable
\ndecision, ruling or finding, would result in a Material Adverse Effect.<\/p>\n<\/p>\n

8<\/p>\n

\n

\n

(xxi) Title to Property<\/u>. The Company and its subsidiaries have valid,
\nlegal and defensible title to all of their interests in oil and gas properties
\nand to all other real and personal property owned by them and any other real
\nproperty and buildings held under lease by the Company and its subsidiaries are
\nheld by them under valid, subsisting and enforceable leases, in each case, free
\nand clear of all mortgages, pledges, liens, security interests, claims,
\nrestrictions or encumbrances of any kind except (A) such as are described in the
\nGeneral Disclosure Package and the Prospectus, (B) liens and encumbrances under
\noperating agreements, unitization and pooling agreements, production sales
\ncontracts, farm-out agreements and other oil and gas exploration and production
\nagreements, in each case that secure payment of amounts not yet due and payable
\nfor the performance of other inchoate obligations and are of a scope and nature
\ncustomary in connection with similar drilling and producing operations or (C)
\nthose that do not, singly or in the aggregate, materially affect the value of
\nsuch property and do not interfere with the use made and proposed to be made of
\nsuch property by the Company or any of its subsidiaries.<\/p>\n<\/p>\n

(xxii) Possession of Intellectual Property<\/u>. The Company and its
\nsubsidiaries own or possess, or can acquire on reasonable terms, adequate
\ntrademarks, service marks and trade names (collectively, “Intellectual
\nProperty”) necessary to carry on the business now operated by them, except as
\ndescribed in the General Disclosure Package and the Prospectus or where the
\nfailure to own or possess the same would not, singly or in the aggregate, result
\nin a Material Adverse Effect, and neither the Company nor any of its
\nsubsidiaries has received any notice or is otherwise aware of any infringement
\nof or conflict with asserted rights of others with respect to any Intellectual
\nProperty or of any facts or circumstances which would render any Intellectual
\nProperty invalid or inadequate to protect the interest of the Company or any of
\nits subsidiaries therein, and which infringement or conflict (if the subject of
\nany unfavorable decision, ruling or finding) or invalidity or inadequacy, singly
\nor in the aggregate, would result in a Material Adverse Effect.<\/p>\n<\/p>\n

(xxiii) Environmental Laws<\/u>. Except as described in the General
\nDisclosure Package and the Prospectus or would not, singly or in the aggregate,
\nresult in a Material Adverse Effect, (A) neither the Company nor any of its
\nsubsidiaries is in violation of any federal, state, local or foreign statute,
\nlaw, rule, regulation, ordinance, code, policy or rule of common law or any
\njudicial or administrative interpretation thereof, including any judicial or
\nadministrative order, consent, decree or judgment, relating to pollution or
\nprotection of human health, the environment (including, without limitation,
\nambient air, surface water, groundwater, land surface or subsurface strata) or
\nwildlife, including, without limitation, laws and regulations relating to the
\nrelease or threatened release of chemicals, pollutants, contaminants, wastes,
\ntoxic substances, hazardous substances, petroleum or petroleum products,
\nasbestos-containing materials or mold (collectively, “Hazardous Materials”) or
\nto the manufacture, processing, distribution, use, treatment, storage, disposal,
\ntransport or handling of Hazardous Materials (collectively, “Environmental
\nLaws”), (B) the Company and its subsidiaries have all permits, authorizations
\nand approvals required under any applicable Environmental Laws and are each in
\ncompliance with their requirements, (C) there are no pending or threatened
\nadministrative, regulatory or judicial actions, suits, demands, demand letters,
\nclaims, liens, notices of noncompliance or violation, investigation or
\nproceedings relating to any Environmental Law against the Company or any of its
\nsubsidiaries and (D) there are no events or circumstances that would reasonably
\nbe expected to form the basis of an order for clean-up or remediation, or an
\naction, suit or proceeding by any private party or Governmental Entity, against
\nor affecting the Company or any of its subsidiaries relating to Hazardous
\nMaterials or the violation of any Environmental Laws.<\/p>\n<\/p>\n

9<\/p>\n

\n

\n

(xxiv) Accounting Controls and Disclosure Controls<\/u>. The Company
\nmaintains effective internal control over financial reporting (as defined under
\nRule 13a-15 and 15d-15 under the 1934 Act Regulations) and a system of internal
\naccounting controls sufficient to provide reasonable assurance that (A)
\ntransactions are executed in accordance with management153s general or specific
\nauthorization; (B) transactions are recorded as necessary to permit preparation
\nof financial statements in conformity with GAAP and to maintain accountability
\nfor assets; (C) access to assets is permitted only in accordance with
\nmanagement153s general or specific authorization; and (D) the recorded
\naccountability for assets is compared with the existing assets at reasonable
\nintervals and appropriate action is taken with respect to any differences.
\nExcept as described in the General Disclosure Package and the Prospectus, since
\nthe end of the Company153s most recent audited fiscal year, there has been (1) no
\nmaterial weakness in the Company153s internal control over financial reporting
\n(whether or not remediated) and (2) no change in the Company153s internal control
\nover financial reporting that has materially affected, or is reasonably likely
\nto materially affect, the Company153s internal control over financial reporting.
\nThe Company maintains an effective system of disclosure controls and procedures
\n(as defined in Rule 13a-15 and Rule 15d-15 under the 1934 Act Regulations) that
\nare designed to ensure that information required to be disclosed by the Company
\nin the reports that it files or submits under the 1934 Act is recorded,
\nprocessed, summarized and reported, within the time periods specified in the
\nCommission153s rules and forms, and is accumulated and communicated to the
\nCompany153s management, including its principal executive officer or officers and
\nprincipal financial officer or officers, as appropriate, to allow timely
\ndecisions regarding disclosure.<\/p>\n<\/p>\n

(xxv) Compliance with the Sarbanes-Oxley Act<\/u>. The Company and its
\ndirectors and officers, in their capacities as such, are in compliance in all
\nmaterial respects with the applicable provisions of the Sarbanes-Oxley Act of
\n2002 and the rules and regulations promulgated in connection therewith,
\nincluding Section 402 related to loans and Sections 302 and 906 related to
\ncertifications.<\/p>\n<\/p>\n

(xxvi) Payment of Taxes<\/u>. The Company and its subsidiaries have filed
\nall federal, state, local and foreign income and franchise tax returns required
\nby law to be filed and all taxes shown by such returns or otherwise assessed,
\nwhich are due and payable, have been paid, except for any taxes, assessments,
\nfines or penalties as may be being contested in good faith and by appropriate
\nproceedings or where the failure to do so would not reasonably be expected to
\nhave a Material Adverse Effect. The Company has made appropriate provisions in
\nthe financial statements included in the General Disclosure Package and the
\nProspectus in respect of all federal, state and foreign income and franchise
\ntaxes for all current or prior periods as to which the tax liability of the
\nCompany or any of its consolidated subsidiaries has not been finally determined
\nexcept to the extent it would not have a Material Adverse Effect<\/p>\n<\/p>\n

(xxvii) Insurance<\/u>. The Company and its subsidiaries carry or are
\nentitled to the benefits of insurance, with, to the knowledge of the Company,
\nfinancially sound and reputable insurers, in such amounts and covering such
\nrisks as is, in the opinion of the Company, appropriate for the size and
\nbusiness of the Company and its subsidiaries, and all such insurance is in full
\nforce and effect. The Company has no reason to believe that it or any of its
\nsubsidiaries will not be able (A) to renew its existing insurance coverage as
\nand when such policies expire or (B) to obtain comparable coverage from similar
\ninstitutions as may be necessary or appropriate to conduct its business as now
\nconducted and at a cost that would not result in a Material Adverse Effect.
\nNeither of the Company nor any of its subsidiaries has been denied any insurance
\ncoverage which it has sought or for which it has applied.<\/p>\n<\/p>\n

10<\/p>\n

\n

\n

(xxviii) Investment Company Act<\/u>. The Company is not required, and upon
\nthe issuance and sale of the Securities as herein contemplated and the
\napplication of the net proceeds therefrom as described in the General Disclosure
\nPackage and the Prospectus will not be required, to register as an “investment
\ncompany” under the Investment Company Act of 1940, as amended (the “1940 Act”).\n<\/p>\n<\/p>\n

(xxix) Absence of Manipulation<\/u>. Neither the Company nor, to the
\nknowledge of the Company, any affiliate of the Company has taken, nor will the
\nCompany or any affiliate take, directly or indirectly, any action which is
\ndesigned, or would be expected, to cause or result in, or which has constitutes,
\nthe stabilization or manipulation of the price of any security of the Company to
\nfacilitate the sale or resale of the Securities.<\/p>\n<\/p>\n

(xxx) Foreign Corrupt Practices Act<\/u>. None of the Company, any of its
\nsubsidiaries or, to the knowledge of the Company, any director, officer, agent,
\nemployee, affiliate or other person acting on behalf of the Company or any of
\nits subsidiaries is aware of or has taken any action, directly or indirectly,
\nthat would result in a violation by such persons of the Foreign Corrupt
\nPractices Act of 1977, as amended, and the rules and regulations thereunder (the
\n“FCPA”), including, without limitation, making use of the mails or any means or
\ninstrumentality of interstate commerce corruptly in furtherance of an offer,
\npayment, promise to pay or authorization of the payment of any money, or other
\nproperty, gift, promise to give, or authorization of the giving of anything of
\nvalue to any “foreign official” (as such term is defined in the FCPA) or any
\nforeign political party or official thereof or any candidate for foreign
\npolitical office, in contravention of the FCPA and the Company and, to the
\nknowledge of the Company, its affiliates have conducted their businesses in
\ncompliance with the FCPA and have instituted and maintain policies and
\nprocedures designed to ensure, and which are reasonably expected to continue to
\nensure, continued compliance therewith.<\/p>\n<\/p>\n

(xxxi) Money Laundering Laws<\/u>. The operations of the Company and its
\nsubsidiaries are and have been conducted at all times in compliance with
\napplicable financial recordkeeping and reporting requirements of the Currency
\nand Foreign Transactions Reporting Act of 1970, as amended, the money laundering
\nstatutes of all jurisdictions, the rules and regulations thereunder and any
\nrelated or similar rules, regulations or guidelines, issued, administered or
\nenforced by any Governmental Entity that, in each case, are applicable to the
\nbusiness and operations of the Company (collectively, the “Money Laundering
\nLaws”); and no action, suit or proceeding by or before any Governmental Entity
\ninvolving the Company or any of its subsidiaries with respect to the Money
\nLaundering Laws is pending or, to the best knowledge of the Company, threatened.\n<\/p>\n<\/p>\n

(xxxii) OFAC<\/u>. None of the Company, any of its subsidiaries or, to the
\nknowledge of the Company, any director, officer, agent, employee, affiliate or
\nother person acting on behalf of the Company or any of its subsidiaries is
\ncurrently subject to any U.S. sanctions administered by the Office of Foreign
\nAssets Control of the U.S. Treasury Department (“OFAC”); and the Company will
\nnot directly or indirectly use the proceeds of the sale of the Securities, or
\nlend, contribute or otherwise make available such proceeds to any of its
\nsubsidiaries, joint venture partners or other person, for the purpose of
\nfinancing the activities of any person currently subject to any U.S. sanctions
\nadministered by OFAC.<\/p>\n<\/p>\n

(xxxiii) Oil and Gas Reserve Estimates<\/u>. <\/em>The information
\nunderlying the estimates of the Company153s oil and gas reserves as described in
\nthe General Disclosure Package and the Prospectus is complete and accurate in
\nall material respects (or, with regard to any information underlying the
\nestimates prepared by any petroleum engineers retained by the seller of such oil
\nand gas reserves, is, to the best knowledge of the Company after reasonable
\ninvestigation,<\/p>\n<\/p>\n

11<\/p>\n

\n

\n

complete and accurate in all material respects); other than production of the
\nCompany153s reserves in the ordinary course of business and intervening product
\nprice fluctuations described in the General Disclosure Package and the
\nProspectus, the Company is not aware of any facts or circumstances that would
\nresult in a material adverse change in such reserves or the present value of
\nfuture net cash flows therefrom as described in the General Disclosure Package
\nand the Prospectus. Estimates of such reserves and present values comply in all
\nmaterial respects with the applicable requirements of Regulation S-X and Items
\n1201-1208 of Regulation S-K under the 1933 Act.<\/p>\n<\/p>\n

(xxxiv) Independent Petroleum Engineers<\/u>. Ryder Scott Company, the
\npetroleum engineers who have consented to being named as having reviewed certain
\nreserve data included in the General Disclosure Package and the Prospectus, are
\nindependent engineers with respect to the Company and its subsidiaries.<\/p>\n<\/p>\n

(xxxv) Statistical and Market-Related Data<\/u>. Any statistical and
\nmarket-related data included in the General Disclosure Package or the Prospectus
\nare based on or derived from sources that the Company believes, after reasonable
\ninquiry, to be reliable and accurate and, to the extent required, the Company
\nhas obtained the written consent to the use of such data from such sources.<\/p>\n<\/p>\n

(c) Officers153 Certificates<\/em>. Any certificate signed by any officer of
\nthe Company or any of its subsidiaries delivered to the Representatives or to
\ncounsel for the Underwriters shall be deemed a representation and warranty by
\nthe Company to each Underwriter as to the matters covered thereby.<\/p>\n<\/p>\n

SECTION 2. Sale and Delivery to Underwriters; Closing<\/u>.<\/p>\n<\/p>\n

(a) The Securities<\/em>. On the basis of the representations and
\nwarranties herein contained and subject to the terms and conditions herein set
\nforth, the Company agrees to sell to each Underwriter, severally and not
\njointly, and each Underwriter, severally and not jointly, agrees to purchase
\nfrom the Company, the aggregate principal amount of Securities set forth
\nopposite their names on Schedule A<\/u> at a purchase price of 98.320% of the
\nprincipal amount thereof in the case of the 2021 Notes and 97.438% of the
\nprincipal amount thereof in the case of the 2042 Notes at the Closing Time, plus
\nany additional aggregate principal amount of Securities which such Underwriter
\nmay become obligated to purchase pursuant to the provisions of Section 10
\nhereof.<\/p>\n<\/p>\n

(b) Delivery of and Payment for the Securities. <\/em>Payment of the
\npurchase price for, and delivery of notes representing, the Securities shall be
\nmade at the offices of Davis Polk & Wardwell LLP, 450 Lexington Avenue, New
\nYork, New York, or at such other place as shall be agreed upon by the
\nRepresentatives and the Company, at 9:00 A.M. (New York City time) on December
\n3, 2010 (unless postponed in accordance with the provisions of Section 10), or
\nsuch other time not later than ten business days after such date as shall be
\nagreed upon by the Representatives and the Company (such time and date of
\npayment and delivery being herein called “Closing Time”). The notes representing
\nthe Securities will be made available for examination by the Representatives at
\nthe above-mentioned offices of Davis Polk & Wardwell LLP, or at such other
\nplace as shall be agreed upon by the Representatives and the Company, no later
\nthan 10:00 A.M (New York City time) on the business day prior to the Closing
\nTime.<\/p>\n<\/p>\n

Payment shall be made to the Company by wire transfer of immediately
\navailable funds to a bank account designated by the Company against delivery to
\nthe Representatives for the respective accounts of the Underwriters of the
\nSecurities to be purchased by them. It is understood that each Underwriter has
\nauthorized the Representatives, for its account, to accept delivery of, receipt
\nfor, and make payment of the purchase price for, the Securities, which it has
\nagreed to purchase. Deutsche Bank Securities Inc.,<\/p>\n<\/p>\n

12<\/p>\n

\n

\n

Goldman, Sachs & Co., J.P. Morgan Securities LLC and RBS Securities Inc.,
\neach individually and not as representatives of the Underwriters, may (but shall
\nnot be obligated to) make payment of the purchase price for the Securities, if
\nany, to be purchased by any Underwriter whose funds have not been received by
\nthe Closing Time, but such payment shall not relieve such Underwriter from its
\nobligations hereunder. The Company shall deliver the Securities through the
\nfacilities of the DTC unless the Representatives shall otherwise instruct.<\/p>\n<\/p>\n

SECTION 3. Covenants of the Company<\/u>. The Company covenants with each
\nUnderwriter as follows:<\/p>\n<\/p>\n

(a) Compliance with Securities Regulations and Commission Requests<\/em>.
\nThe Company will prepare the Prospectus in a form approved by the
\nRepresentatives and file such Prospectus pursuant to Rule 424(b) under the 1933
\nAct not later than the Commission153s close of business on the second business day
\nfollowing the execution and delivery of this Agreement. The Company will make no
\nfurther amendment or any supplement to the Registration Statement or the
\nProspectus prior to the Closing Time except as provided herein. The Company will
\nadvise the Representatives, promptly after it receives notice thereof, of the
\ntime when any amendment or supplement to the Registration Statement or the
\nProspectus has been filed and to furnish the Representatives with copies
\nthereof. The Company will advise the Representatives, promptly after it receives
\nnotice thereof, of the issuance by the Commission of any stop order or of any
\norder preventing or suspending the use of the Prospectus or any Issuer Free
\nWriting Prospectus, of the suspension of the qualification of the Securities for
\noffering or sale in any jurisdiction, of the initiation or threatening of any
\nproceeding or examination for any such purpose or of any request by the
\nCommission for the amending or supplementing of the Registration Statement, the
\nProspectus or any Issuer Free Writing Prospectus or for additional information.
\nIn the event of the issuance of any stop order or of any order preventing or
\nsuspending the use of the Prospectus or any Issuer Free Writing Prospectus or
\nsuspending any such qualification, the Company will use all reasonable efforts
\nto obtain withdrawal of such order promptly. The Company will advise the
\nRepresentatives, promptly after it receives notice thereof, if it becomes the
\nsubject of a proceeding under Section 8A of the 1933 Act in connection with the
\noffering of the Securities.<\/p>\n<\/p>\n

(b) Amendments and Supplements<\/em>. The Company will file promptly with
\nthe Commission any amendment or supplement to the Registration Statement or the
\nProspectus that may, in the judgment of the Company or the Representatives, be
\nrequired by the 1933 Act or requested by the Commission. If at any time when a
\nprospectus is required by the 1933 Act to be delivered in connection with sales
\nof the Securities, any event shall occur or condition shall exist as a result of
\nwhich it is necessary, in the opinion of counsel for the Underwriters, to amend
\nor supplement the Registration Statement, General Disclosure Package or
\nProspectus, as applicable, in order that the Registration Statement, General
\nDisclosure Package or Prospectus, as applicable, will not include an untrue
\nstatement of a material fact or omit to state a material fact required to be
\nstated therein or necessary to make the statements therein not misleading, the
\nCompany shall promptly notify the Representatives and prepare any amendment or
\nsupplement necessary to correct such misstatement or omission. Prior to filing
\nwith the Commission any amendment or supplement to the Registration Statement or
\nthe Prospectus, the Company will furnish a copy thereof to the Representatives
\nand counsel for the Underwriters and obtain the consent of the Representatives
\nto the filing, which consent shall be provided promptly and shall not be
\nunreasonably withheld.<\/p>\n<\/p>\n

(c) Delivery of Registration Statements<\/em>. The Company has furnished
\nor will deliver to the Representatives and counsel for the Underwriters, without
\ncharge, signed copies of the Registration Statement as originally filed and each
\namendment thereto (including exhibits filed therewith or incorporated by
\nreference therein and documents incorporated or deemed to be incorporated by
\nreference therein) and signed copies of all consents and certificates of
\nexperts, and will also deliver to the<\/p>\n<\/p>\n

13<\/p>\n

\n

\n

Representatives, without charge, a conformed copy of the Registration
\nStatement as originally filed and each amendment thereto (without exhibits) for
\neach of the Underwriters. The copies of the Registration Statement and each
\namendment thereto furnished to the Underwriters will be identical to the
\nelectronically transmitted copies thereof filed with the Commission pursuant to
\nEDGAR, except to the extent permitted by Regulation S-T.<\/p>\n<\/p>\n

(d) Delivery of Prospectuses<\/em>. The Company has delivered to each
\nUnderwriter, without charge, as many copies of each preliminary prospectus as
\nsuch Underwriter reasonably requested, and the Company hereby consents to the
\nuse of such copies for purposes permitted by the 1933 Act. The Company will
\nfurnish to each Underwriter, without charge, during the period when a prospectus
\nrelating to the Securities is (or, but for the exception afforded by Rule 172,
\nwould be) required to be delivered under the 1933 Act, such number of copies of
\nthe Prospectus (as amended or supplemented) as such Underwriter may reasonably
\nrequest. The Prospectus and any amendments or supplements thereto furnished to
\nthe Underwriters will be identical to the electronically transmitted copies
\nthereof filed with the Commission pursuant to EDGAR, except to the extent
\npermitted by Regulation S-T.<\/p>\n<\/p>\n

(e) Blue Sky Qualifications<\/em>. The Company will use its best efforts,
\nin cooperation with the Underwriters, to qualify the Securities for offering and
\nsale under the applicable securities laws of such states and other jurisdictions
\n(domestic or foreign) as the Representatives may designate and to maintain such
\nqualifications in effect so long as required to complete the distribution of the
\nSecurities; provided, however, that the Company shall not be obligated to file
\nany general consent to service of process or to qualify as a foreign corporation
\nor as a dealer in securities in any jurisdiction in which it is not so qualified
\nor to subject itself to taxation in respect of doing business in any
\njurisdiction in which it is not otherwise so subject.<\/p>\n<\/p>\n

(f) DTC. <\/em>The Company will cooperate with the Underwriters and use
\nits best efforts to permit the Securities to be eligible for clearance and
\nsettlement through the facilities of the DTC.<\/p>\n<\/p>\n

(g) Rule 158<\/em>. The Company will timely file such reports pursuant to
\nthe 1934 Act as are necessary in order to make generally available to its
\nsecurityholders as soon as practicable an earnings statement for the purposes
\nof, and to provide to the Underwriters the benefits contemplated by, the last
\nparagraph of Section 11(a) of the 1933 Act.<\/p>\n<\/p>\n

(h) Use of Proceeds<\/em>. The Company will use the net proceeds received
\nby it from the sale of the Securities in the manner specified in the General
\nDisclosure Package and the Prospectus under “Use of Proceeds.”<\/p>\n<\/p>\n

(i) Restriction on Sale of Additional Securities<\/em>. During the period
\ncommencing on the date hereof and ending at the Closing Time, the Company will
\nnot, without the prior written consent of the Representatives (which consent may
\nbe withheld at the sole discretion of the Representatives), directly or
\nindirectly, sell, offer, contract or grant any option to sell, pledge, transfer
\nor establish an open “put equivalent position” within the meaning of Rule
\n16a-1(h) under the Exchange Act, or otherwise dispose of or transfer, or
\nannounce the offering of, or file any registration statement under the
\nSecurities Act in respect of, any debt securities of the Company similar to the
\nSecurities or securities exchangeable for or convertible into debt securities
\nsimilar to the Securities (other than as contemplated by this Agreement with
\nrespect to the Securities).<\/p>\n<\/p>\n

(j) Reporting Requirements<\/em>. The Company, during the period when a
\nProspectus relating to the Securities is (or, but for the exception afforded by
\nRule 172, would be) required to be delivered under the 1933 Act, will file all
\ndocuments required to be filed with the Commission pursuant to the 1934 Act
\nwithin the time periods required by the 1934 Act and 1934 Act Regulations.
\nAdditionally, the Company<\/p>\n<\/p>\n

14<\/p>\n

\n

\n

shall report the use of proceeds from the issuance of the Securities as may
\nbe required under Rule 463 under the 1933 Act.<\/p>\n<\/p>\n

(k) Issuer Free Writing Prospectuses<\/em>. The Company agrees that,
\nunless it obtains the prior written consent of the Representatives, it will not
\nmake any offer relating to the Securities that would constitute an Issuer Free
\nWriting Prospectus or that would otherwise constitute a “free writing
\nprospectus,” or a portion thereof, required to be filed by the Company with the
\nCommission or retained by the Company under Rule 433; provided that the
\nRepresentatives will be deemed to have consented to the Issuer Free Writing
\nProspectuses listed on Schedule B-2<\/u> hereto and any “road show that is a
\nwritten communication” within the meaning of Rule 433(d)(8)(i) that has been
\nreviewed by the Representatives. The Company represents that it has treated or
\nagrees that it will treat each such free writing prospectus consented to, or
\ndeemed consented to, by the Representatives as an “issuer free writing
\nprospectus,” as defined in Rule 433, and that it has complied and will comply
\nwith the applicable requirements of Rule 433 with respect thereto, including
\ntimely filing with the Commission where required, legending and record keeping.
\nIf at any time following issuance of an Issuer Free Writing Prospectus there
\noccurred or occurs an event or development as a result of which such Issuer Free
\nWriting Prospectus conflicted or would conflict with the information contained
\nin the Registration Statement or included or would include an untrue statement
\nof a material fact or omitted or would omit to state a material fact necessary
\nin order to make the statements therein, in the light of the circumstances
\nexisting at that subsequent time, not misleading, the Company will promptly
\nnotify the Representatives and will promptly amend or supplement, at its own
\nexpense, such Issuer Free Writing Prospectus to eliminate or correct such
\nconflict, untrue statement or omission.<\/p>\n<\/p>\n

SECTION 4. Payment of Expenses<\/u>.<\/p>\n<\/p>\n

(a) Expenses<\/em>. The Company will pay or cause to be paid all expenses
\nincident to the performance of its obligations under this Agreement, including
\n(i) the preparation, printing and filing of the Registration Statement
\n(including financial statements and exhibits) as originally filed and each
\namendment thereto, (ii) the preparation, printing and delivery to the
\nUnderwriters of copies of the Indenture, notes representing the Securities, each
\npreliminary prospectus, each Issuer Free Writing Prospectus and the Prospectus
\nand any amendments or supplements thereto, (iii) the preparation, issuance and
\ndelivery of the Securities to the Underwriters, including any stock or other
\ntransfer taxes and any stamp or other duties payable upon the sale, issuance or
\ndelivery of the Securities to the Underwriters, (iv) the fees and disbursements
\nof the Company153s counsel, accountants, independent petroleum engineers and other
\nadvisors, (v) the qualification of the Securities under securities laws in
\naccordance with the provisions of Section 3(e) hereof, including filing fees,
\n(vi) the fees and expenses of the Trustee for the Securities, including the fees
\nand disbursements of counsel for the Trustee in connection with the Securities,
\n(vii) the fees and expenses of obtaining a CUSIP or other identification number
\nfor the Securities, (viii) the costs and expenses of the Company relating to
\ninvestor presentations on any “road show” undertaken in connection with the
\nmarketing of the Securities, including without limitation, expenses associated
\nwith the production of road show slides and graphics, fees and expenses of any
\nconsultants engaged in connection with the road show presentations, travel and
\nlodging expenses of the representatives and officers of the Company and any such
\nconsultants, and the cost of aircraft and other transportation chartered in
\nconnection with the road show, (ix) any fees payable in connection with the
\nrating of the Securities with the ratings agencies and (x) the costs and
\nexpenses (including, without limitation, any damages or other amounts payable in
\nconnection with legal or contractual liability) associated with the reforming of
\nany contracts for sale of the Securities made by the Underwriters caused by a
\nbreach of the representation contained in the third sentence of Section
\n1(a)(ii); provided that<\/em>, except as provided in this Section 4, the
\nUnderwriters shall pay their own costs and expenses, including the fees and
\nexpenses of their counsel, any transfer taxes on the Securities which they may
\nsell and the expenses of advertising any offering of the Securities made by the
\nUnderwriters.<\/p>\n<\/p>\n

15<\/p>\n

\n

\n

(b) Termination of Agreement<\/em>. If this Agreement is terminated by the
\nRepresentatives in accordance with the provisions of Section 5, Section 9 (other
\nthan Section 9(a)(ii), (iv), (v) or (vi)), Section 10 or Section 11 hereof, the
\nCompany shall reimburse the Underwriters for all of their out-of-pocket
\nexpenses, including the reasonable fees and disbursements of counsel for the
\nUnderwriters; provided that if this Agreement is terminated pursuant to Section
\n10 hereof, such reimbursement of out-of-pocket expenses shall only be made by
\nthe Company to the non-defaulting Underwriters.<\/p>\n<\/p>\n

SECTION 5. Conditions of Underwriters153 Obligations<\/u>. The obligations of
\nthe several Underwriters hereunder are subject to the accuracy of the
\nrepresentations and warranties of the Company contained herein or in
\ncertificates of any officer of the Company or any of its subsidiaries delivered
\npursuant to the provisions hereof, to the performance by the Company of its
\ncovenants and other obligations hereunder, and to the following further
\nconditions:<\/p>\n<\/p>\n

(a) Effectiveness of Registration Statement<\/em>. The Registration
\nStatement has become effective, and at the Closing Time no stop order suspending
\nthe effectiveness of the Registration Statement or any post-effective amendment
\nthereto shall have been issued under the 1933 Act, no order preventing or
\nsuspending the use of any preliminary prospectus or the Prospectus shall have
\nbeen issued and no proceedings for any of those purposes shall have been
\ninstituted or be pending or, to the Company153s knowledge, contemplated; and the
\nCompany shall have complied with each request (if any) from the Commission for
\nadditional information. The Company shall have paid the required Commission
\nfiling fees relating to the Securities within the time period required by Rule
\n456(1)(i) under the 1933 Act Regulations without regard to the proviso therein
\nand otherwise in accordance with Rules 456(b) and 457(r) under the 1933 Act
\nRegulations and, if applicable, shall have updated the “Calculation of
\nRegistration Fee” table in accordance with Rule 456(b)(1)(ii) either in a
\npost-effective amendment to the Registration Statement or on the cover page of a
\nprospectus filed pursuant to Rule 424(b).<\/p>\n<\/p>\n

(b) Opinion of Counsel for Company<\/em>. At the Closing Time, the
\nRepresentatives shall have received the favorable opinion, dated the Closing
\nTime, of Bracewell & Giuliani LLP, counsel for the Company, in form and
\nsubstance satisfactory to counsel for the Underwriters, together with signed or
\nreproduced copies of such letter for each of the other Underwriters, to the
\neffect set forth in Exhibit A<\/u> hereto.<\/p>\n<\/p>\n

(c) Opinion of Counsel for Underwriters<\/em>. At Closing Time, the
\nRepresentatives shall have received the favorable opinion, dated the Closing
\nTime, of Davis Polk & Wardwell LLP, counsel for the Underwriters, together
\nwith signed or reproduced copies of such letter for each of the other
\nUnderwriters, with respect to such matters as the Representatives may require.
\nIn giving such opinion such counsel may rely, as to all matters governed by the
\nlaws of jurisdictions other than the law of the State of New York, the General
\nCorporation Law of the State of Delaware and the federal securities laws of the
\nUnited States, upon the opinions of counsel satisfactory to the Representatives.
\nSuch counsel may also state that, insofar as such opinion involves factual
\nmatters, they have relied, to the extent they deem proper, upon certificates of
\nofficers and other representatives of the Company and its subsidiaries and
\ncertificates of public officials.<\/p>\n<\/p>\n

(d) Officers153 Certificate<\/em>. At the Closing Time, there shall not have
\nbeen, since the date hereof or since the respective dates as of which
\ninformation is given in the General Disclosure Package or the Prospectus, any
\nmaterial adverse change in the condition, financial or otherwise, or in the
\nresults of operations, business affairs or business prospects of the Company and
\nits subsidiaries considered as one enterprise, whether or not arising in the
\nordinary course of business, and the Representatives shall have received a
\ncertificate of the Chief Executive Officer or the President of the Company and
\nof the chief financial or chief accounting officer of the Company (which may be
\nthe same person), dated the Closing Time, to the effect that (i) there has been
\nno such material adverse change, (ii) the representations and<\/p>\n<\/p>\n

16<\/p>\n

\n

\n

warranties of the Company in this Agreement are true and correct with the
\nsame force and effect as though expressly made at and as of the Closing Time,
\n(iii) the Company has complied with all agreements and satisfied all conditions
\non its part to be performed or satisfied at or prior to the Closing Time, (iv)
\nno stop order suspending the effectiveness of the Registration Statement under
\nthe 1933 Act has been issued, no order preventing or suspending the use of any
\npreliminary prospectus or the Prospectus has been issued and no proceedings for
\nany of those purposes have been instituted or are pending or, to their
\nknowledge, contemplated, and (v) there has been no decrease in or withdrawal of
\nthe rating of any securities of the Company or any of its subsidiaries by any
\n“nationally recognized statistical rating organization” (as defined under Rule
\n15c3-1 under the 1934 Act) nor has any notice been given of any intended or
\npotential decrease in or withdrawal of any such rating.<\/p>\n<\/p>\n

(e) Indenture Officers153 Certificate<\/em>. The Indenture Officers153
\nCertificate establishing certain terms of the Securities shall have been duly
\nauthorized, executed and delivered.<\/p>\n<\/p>\n

(f) Accountant153s Comfort Letters<\/em>. At the time of the execution of
\nthis Agreement, the Representatives shall have received from Ernst & Young
\nLLP, independent registered public accountants for the Company, a letter, dated
\nsuch date, in form and substance satisfactory to the Representatives, together
\nwith signed or reproduced copies of such letter for each of the other
\nUnderwriters, containing statements and information of the type ordinarily
\nincluded in accountants153 “comfort letters” to underwriters with respect to the
\nfinancial statements and certain financial information contained in the
\nRegistration Statement, the General Disclosure Package and the Prospectus.<\/p>\n<\/p>\n

(g) Bring-down Comfort Letters<\/em>. At the Closing Time, the
\nRepresentatives shall have received from Ernst & Young LLP, independent
\nregistered public accountants for the Company, a letter, dated as of the Closing
\nTime, to the effect that they reaffirm the statements made in the letter
\nfurnished pursuant to subsection (f) of this Section, except that the specified
\ndate referred to shall be a date not more than three business days prior to the
\nClosing Time.<\/p>\n<\/p>\n

(h) Engineers153 Letters<\/em>. At the time of execution of this Agreement,
\nthe Representatives shall have received a letter, dated such date, in form and
\nsubstance satisfactory to the Representative, together with signed or reproduced
\ncopies of such letter for each of the other Underwriters, from Ryder Scott
\nCompany Petroleum Engineers with respect to such matters as the Representatives
\nmay require.<\/p>\n<\/p>\n

(i) Assurance Certificate<\/em>. At the time of execution of this
\nAgreement, the Representatives shall have received a certificate containing
\ncertain assurances set forth therein from the Principal Financial Officer of the
\nCompany in form and substance satisfactory to the Underwriters.<\/p>\n<\/p>\n

(j) Bring-down Assurance Certificate<\/em>. At the Closing Time, the
\nRepresentatives shall have received a certificate containing certain assurances
\nset forth therein from the Principal Financial Officer of the Company in form
\nand substance satisfactory to the Representatives reaffirming the statements
\nmade in the letter furnished pursuant to subsection (i) of this Section as of
\nthe date hereof.<\/p>\n<\/p>\n

(k) Maintenance of Rating<\/em>. Since the execution of this Agreement,
\nthere shall not have been any decrease in or withdrawal of the rating of any
\nsecurities of the Company or any of its subsidiaries by any “nationally
\nrecognized statistical rating organization” (as defined under Rule 15c3-1 under
\nthe 1934 Act) or any notice given of any intended or potential decrease in or
\nwithdrawal of any such rating or of a possible change in any such rating that
\ndoes not indicate the direction of the possible change.<\/p>\n<\/p>\n

(l) Additional Documents<\/em>. At the Closing Time counsel for the
\nUnderwriters shall have been furnished with such documents and opinions as they
\nmay require for the purpose of enabling them to pass upon the issuance and sale
\nof the Securities as herein contemplated, or in order to evidence the<\/p>\n<\/p>\n

17<\/p>\n

\n

\n

accuracy of any of the representations or warranties, or the fulfillment of
\nany of the conditions, herein contained.<\/p>\n<\/p>\n

(m) Termination of Agreement<\/em>. If any condition specified in this
\nSection shall not have been fulfilled when and as required to be fulfilled, this
\nAgreement may be terminated by the Representatives by notice to the Company at
\nany time at or prior to Closing Time and such termination shall be without
\nliability of any party to any other party except as provided in Section 4 and
\nexcept that Sections 1, 6, 7, 8, 15 and 16 shall survive any such termination
\nand remain in full force and effect.<\/p>\n<\/p>\n

SECTION 6. Indemnification<\/u>.<\/p>\n<\/p>\n

(a) Indemnification of Underwriters<\/em>. The Company agrees to indemnify
\nand hold harmless each Underwriter, its affiliates (as such term is defined in
\nRule 501(b) under the 1933 Act (each, an “Affiliate”)), its selling agents and
\neach person, if any, who controls any Underwriter within the meaning of Section
\n15 of the 1933 Act or Section 20 of the 1934 Act as follows:<\/p>\n<\/p>\n

(i) against any and all loss, liability, claim, damage and expense
\nwhatsoever, as incurred, arising out of any untrue statement or alleged untrue
\nstatement of a material fact contained in the Registration Statement (or any
\namendment thereto), including any information deemed to be a part thereof
\npursuant to Rule 430B, or the omission or alleged omission therefrom of a
\nmaterial fact required to be stated therein or necessary to make the statements
\ntherein not misleading or arising out of any untrue statement or alleged untrue
\nstatement of a material fact included in any preliminary prospectus, any Issuer
\nFree Writing Prospectus or the Prospectus (or any amendment or supplement
\nthereto), or the omission or alleged omission therefrom of a material fact
\nnecessary in order to make the statements therein, in the light of the
\ncircumstances under which they were made, not misleading;<\/p>\n<\/p>\n

(ii) against any and all loss, liability, claim, damage and expense
\nwhatsoever, as incurred, to the extent of the aggregate amount paid in
\nsettlement of any litigation, or any investigation or proceeding by any
\ngovernmental agency or body, commenced or threatened, or of any claim whatsoever
\nbased upon any such untrue statement or omission, or any such alleged untrue
\nstatement or omission; provided that (subject to Section 6(d) below) any such
\nsettlement is effected with the written consent of the Company; and<\/p>\n<\/p>\n

(iii) against any and all expense whatsoever, as incurred (including the fees
\nand disbursements of counsel chosen by the Representatives), reasonably incurred
\nin investigating, preparing or defending against any litigation, or any
\ninvestigation or proceeding by any governmental agency or body, commenced or
\nthreatened, or any claim whatsoever based upon any such untrue statement or
\nomission, or any such alleged untrue statement or omission, to the extent that
\nany such expense is not paid under (i) or (ii) above;<\/p>\n<\/p>\n

provided, however, that this indemnity agreement shall not apply to any loss,
\nliability, claim, damage or expense to the extent arising out of any untrue
\nstatement or omission or alleged untrue statement or omission made in the
\nRegistration Statement (or any amendment thereto), including any information
\ndeemed to be a part thereof pursuant to Rule 430B, the General Disclosure
\nPackage or the Prospectus (or any amendment or supplement thereto) in reliance
\nupon and in conformity with the Underwriter Information.<\/p>\n<\/p>\n

(b) Indemnification of Company, Directors and Officers<\/em>. Each
\nUnderwriter severally agrees to indemnify and hold harmless the Company, its
\ndirectors, each of its officers who signed the Registration Statement, and each
\nperson, if any, who controls the Company within the meaning of Section<\/p>\n<\/p>\n

18<\/p>\n

\n

\n

15 of the 1933 Act or Section 20 of the 1934 Act, against any and all loss,
\nliability, claim, damage and expense described in the indemnity contained in
\nsubsection (a) of this Section, as incurred, but only with respect to untrue
\nstatements or omissions, or alleged untrue statements or omissions, made in the
\nRegistration Statement (or any amendment thereto), including any information
\ndeemed to be a part thereof pursuant to Rule 430B, the General Disclosure
\nPackage or the Prospectus (or any amendment or supplement thereto) in reliance
\nupon and in conformity with the Underwriter Information.<\/p>\n<\/p>\n

(c) Actions against Parties; Notification<\/em>. Each indemnified party
\nshall give notice as promptly as reasonably practicable to each indemnifying
\nparty of any action commenced against it in respect of which indemnity may be
\nsought hereunder, but failure to so notify an indemnifying party shall not
\nrelieve such indemnifying party from any liability hereunder to the extent it is
\nnot materially prejudiced as a result thereof and in any event shall not relieve
\nit from any liability which it may have otherwise than on account of this
\nindemnity agreement. In the case of parties indemnified pursuant to Section 6(a)
\nabove, counsel to the indemnified parties shall be selected by the
\nRepresentatives, and, in the case of parties indemnified pursuant to Section
\n6(b) above, counsel to the indemnified parties shall be selected by the Company.
\nAn indemnifying party may participate at its own expense in the defense of any
\nsuch action; provided, however, that counsel to the indemnifying party shall not
\n(except with the consent of the indemnified party) also be counsel to the
\nindemnified party. In no event shall the indemnifying parties be liable for fees
\nand expenses of more than one counsel (in addition to any local counsel)
\nseparate from their own counsel for all indemnified parties in connection with
\nany one action or separate but similar or related actions in the same
\njurisdiction arising out of the same general allegations or circumstances. No
\nindemnifying party shall, without the prior written consent of the indemnified
\nparties, settle or compromise or consent to the entry of any judgment with
\nrespect to any litigation, or any investigation or proceeding by any
\ngovernmental agency or body, commenced or threatened, or any claim whatsoever in
\nrespect of which indemnification or contribution could be sought under this
\nSection 6 or Section 7 hereof (whether or not the indemnified parties are actual
\nor potential parties thereto), unless such settlement, compromise or consent (i)
\nincludes an unconditional release of each indemnified party from all liability
\narising out of such litigation, investigation, proceeding or claim and (ii) does
\nnot include a statement as to or an admission of fault, culpability or a failure
\nto act by or on behalf of any indemnified party.<\/p>\n<\/p>\n

(d) Settlement without Consent if Failure to Reimburse<\/em>. If at any
\ntime an indemnified party shall have requested an indemnifying party to
\nreimburse the indemnified party for fees and expenses of counsel, such
\nindemnifying party agrees that it shall be liable for any settlement of the
\nnature contemplated by Section 6(a)(ii) effected without its written consent if
\n(i) such settlement is entered into more than 45 days after receipt by such
\nindemnifying party of the aforesaid request, (ii) such indemnifying party shall
\nhave received notice of the terms of such settlement at least 30 days prior to
\nsuch settlement being entered into and (iii) such indemnifying party shall not
\nhave reimbursed such indemnified party in accordance with such request prior to
\nthe date of such settlement.<\/p>\n<\/p>\n

SECTION 7. Contribution<\/u>. If the indemnification provided for in
\nSection 6 hereof is for any reason unavailable to or insufficient to hold
\nharmless an indemnified party in respect of any losses, liabilities, claims,
\ndamages or expenses referred to therein, then each indemnifying party shall
\ncontribute to the aggregate amount of such losses, liabilities, claims, damages
\nand expenses incurred by such indemnified party, as incurred, (i) in such
\nproportion as is appropriate to reflect the relative benefits received by the
\nCompany, on the one hand, and the Underwriters, on the other hand, from the
\noffering of the Securities pursuant to this Agreement or (ii) if the allocation
\nprovided by clause (i) is not permitted by applicable law, in such proportion as
\nis appropriate to reflect not only the relative benefits referred to in clause
\n(i) above but also the relative fault of the Company, on the one hand, and of
\nthe Underwriters, on the other hand, in connection with the statements or
\nomissions which resulted in such losses, liabilities, claims, damages or
\nexpenses, as well as any other relevant equitable considerations.<\/p>\n<\/p>\n

19<\/p>\n

\n

\n

The relative benefits received by the Company, on the one hand, and the
\nUnderwriters, on the other hand, in connection with the offering of the
\nSecurities pursuant to this Agreement shall be deemed to be in the same
\nrespective proportions as the total net proceeds from the offering of the
\nSecurities pursuant to this Agreement (before deducting expenses) received by
\nthe Company, on the one hand, and the total underwriting discount received by
\nthe Underwriters, on the other hand, in each case as set forth on the cover of
\nthe Prospectus, bear to the aggregate initial public offering price of the
\nSecurities as set forth on the cover of the Prospectus.<\/p>\n<\/p>\n

The relative fault of the Company, on the one hand, and the Underwriters, on
\nthe other hand, shall be determined by reference to, among other things, whether
\nany such untrue or alleged untrue statement of a material fact or omission or
\nalleged omission to state a material fact relates to information supplied by the
\nCompany or by the Underwriters and the parties153 relative intent, knowledge,
\naccess to information and opportunity to correct or prevent such statement or
\nomission.<\/p>\n<\/p>\n

The Company and the Underwriters agree that it would not be just and
\nequitable if contribution pursuant to this Section 7 were determined by pro rata
\nallocation (even if the Underwriters were treated as one entity for such
\npurpose) or by any other method of allocation which does not take account of the
\nequitable considerations referred to above in this Section 7. The aggregate
\namount of losses, liabilities, claims, damages and expenses incurred by an
\nindemnified party and referred to above in this Section 7 shall be deemed to
\ninclude any legal or other expenses reasonably incurred by such indemnified
\nparty in investigating, preparing or defending against any litigation, or any
\ninvestigation or proceeding by any governmental agency or body, commenced or
\nthreatened, or any claim whatsoever based upon any such untrue or alleged untrue
\nstatement or omission or alleged omission.<\/p>\n<\/p>\n

Notwithstanding the provisions of this Section 7, no Underwriter shall be
\nrequired to contribute any amount in excess of the underwriting commissions
\nreceived by such Underwriter in connection with the Securities underwritten by
\nit and distributed to the public.<\/p>\n<\/p>\n

No person guilty of fraudulent misrepresentation (within the meaning of
\nSection 11(f) of the 1933 Act) shall be entitled to contribution from any person
\nwho was not guilty of such fraudulent misrepresentation.<\/p>\n<\/p>\n

For purposes of this Section 7, each person, if any, who controls an
\nUnderwriter within the meaning of Section 15 of the 1933 Act or Section 20 of
\nthe 1934 Act and each Underwriter153s Affiliates and selling agents shall have the
\nsame rights to contribution as such Underwriter, and each director of the
\nCompany, each officer of the Company who signed the Registration Statement, and
\neach person, if any, who controls the Company within the meaning of Section 15
\nof the 1933 Act or Section 20 of the 1934 Act shall have the same rights to
\ncontribution as the Company. The Underwriters153 respective obligations to
\ncontribute pursuant to this Section 7 are several in proportion to the aggregate
\nprincipal amount of Securities set forth opposite their respective names in
\nSchedule A<\/u> hereto and not joint.<\/p>\n<\/p>\n

SECTION 8. Representations, Warranties and Agreements to Survive<\/u>. All
\nrepresentations, warranties and agreements contained in this Agreement or in
\ncertificates of officers of the Company or any of its subsidiaries submitted
\npursuant hereto, shall remain operative and in full force and effect regardless
\nof (i) any investigation made by or on behalf of any Underwriter or its
\nAffiliates or selling agents, any person controlling any Underwriter, its
\nofficers or directors, or any person controlling the Company and (ii) delivery
\nof and payment for the Securities.<\/p>\n<\/p>\n

20<\/p>\n

\n

\n

SECTION 9. Termination of Agreement<\/u>.<\/p>\n<\/p>\n

(a) Termination<\/em>. The Representatives may terminate this Agreement,
\nby notice to the Company, at any time at or prior to the Closing Time (i) if
\nthere has been, in the judgment of the Representatives, since the time of
\nexecution of this Agreement or since the respective dates as of which
\ninformation is given in the General Disclosure Package or the Prospectus, any
\nmaterial adverse change in the condition, financial or otherwise, or in the
\nresults of operations, business affairs or business prospects of the Company and
\nits subsidiaries considered as one enterprise, whether or not arising in the
\nordinary course of business, or (ii) if there has occurred any material adverse
\nchange in the financial markets in the United States or the international
\nfinancial markets, any outbreak of hostilities or escalation thereof or other
\ncalamity or crisis or any change or development involving a prospective change
\nin national or international political, financial or economic conditions, in
\neach case the effect of which is such as to make it, in the judgment of the
\nRepresentatives, impracticable or inadvisable to proceed with the completion of
\nthe offering or to enforce contracts for the sale of the Securities, or (iii) if
\ntrading in any securities of the Company has been suspended or materially
\nlimited by the Commission or the New York Stock Exchange, the Nasdaq Global
\nMarket or the Chicago Stock Exchange, or (iv) if trading generally on the New
\nYork Stock Exchange, the Nasdaq Global Market or the Chicago Stock Exchange has
\nbeen suspended or materially limited, or minimum or maximum prices for trading
\nhave been fixed, or maximum ranges for prices have been required, by any of said
\nexchanges or by order of the Commission, FINRA or any other governmental
\nauthority, or (v) a material disruption has occurred in commercial banking or
\nsecurities settlement or clearance services in the United States or with respect
\nto Clearstream or Euroclear systems in Europe, or (vi) if a banking moratorium
\nhas been declared by either Federal, New York or Texas authorities.<\/p>\n<\/p>\n

(b) Liabilities<\/em>. If this Agreement is terminated pursuant to this
\nSection, such termination shall be without liability of any party to any other
\nparty except as provided in Section 4 hereof, and provided further that Sections
\n1, 6, 7, 8, 15 and 16 shall survive such termination and remain in full force
\nand effect.<\/p>\n<\/p>\n

SECTION 10. Default by One or More of the Underwriters<\/u>. If one or more
\nof the Underwriters shall fail at Closing Time to purchase the aggregate
\nprincipal amount of Securities which it or they are obligated to purchase under
\nthis Agreement (the “Defaulted Securities”), the Representatives shall have the
\nright, within 24 hours thereafter, to make arrangements for one or more of the
\nnon-defaulting Underwriters, or any other underwriters, to purchase all, but not
\nless than all, of the Defaulted Securities in such amounts as may be agreed upon
\nand upon the terms herein set forth; if, however, the Representatives shall not
\nhave completed such arrangements within such 24-hour period, then:<\/p>\n<\/p>\n

(i) if the aggregate principal amount of Defaulted Securities does not exceed
\n10% of the aggregate principal amount of Securities to be purchased on such
\ndate, each of the non-defaulting Underwriters shall be obligated, severally and
\nnot jointly, to purchase the full amount thereof in the proportions that their
\nrespective underwriting obligations hereunder bear to the underwriting
\nobligations of all non-defaulting Underwriters, or<\/p>\n<\/p>\n

(ii) if the aggregate principal amount of Defaulted Securities exceeds 10% of
\nthe aggregate principal amount of Securities to be purchased on such date, this
\nAgreement shall terminate without liability on the part of any non-defaulting
\nUnderwriter.<\/p>\n<\/p>\n

No action taken pursuant to this Section shall relieve any defaulting
\nUnderwriter from liability in respect of its default.<\/p>\n<\/p>\n

21<\/p>\n

\n

\n

In the event of any such default which does not result in a termination of
\nthis Agreement, either (i) the Representatives or (ii) the Company shall have
\nthe right to postpone the Closing Time for a period not exceeding seven days in
\norder to effect any required changes in the Registration Statement, the General
\nDisclosure Package or the Prospectus or in any other documents or arrangements.
\nAs used herein, the term “Underwriter” includes any person substituted for an
\nUnderwriter under this Section 10.<\/p>\n<\/p>\n

SECTION 11. Default by the Company<\/u>. If the Company shall fail at the
\nClosing Time to sell the aggregate principal amount of Securities that it is
\nobligated to sell hereunder, then this Agreement shall terminate without any
\nliability on the part of any Underwriter; provided, however, that the provisions
\nof Sections 1, 4, 6, 7, 8, 15 and 16 shall remain in full force and effect. No
\naction taken pursuant to this Section shall relieve the Company from liability,
\nif any, in respect of such default.<\/p>\n<\/p>\n

SECTION 12. Notices<\/u>. All notices and other communications hereunder
\nshall be in writing and shall be deemed to have been duly given if mailed or
\ntransmitted by any standard form of telecommunication. Notices to the
\nUnderwriters shall be directed to each of (i) Deutsche Bank Securities Inc. at
\n60 Wall Street, New York, New York 10005, Attention: Investment Grade Syndicate
\nDesk : 3rd Floor, (ii) Goldman, Sachs & Co. at 200 West Street, New York,
\nNew York 10282, Attention: Registration Department, (iii) J.P. Morgan Securities
\nLLC at 383 Madison Avenue, New York, New York 10179, Facsimile: (212) 834-6081,
\nAttention: High Grade Syndicate Desk : 3rd Floor and (iv) RBS Securities Inc. at
\n600 Washington Boulevard, Stamford, Connecticut 06901, Attention: Debt Capital
\nMarkets Syndicate, Facsimile 203-873-4534. Notices to the Company shall be
\ndirected to it at Apache Corporation, 2000 Post Oak Boulevard, Suite 100,
\nHouston, TX 77056-4400, Attention: Matthew W. Dundrea, Vice President and
\nTreasurer, with a copy to the attention of P. Anthony Lannie, Executive Vice
\nPresident and General Counsel, and a copy to: Bracewell & Giuliani LLP, 711
\nLouisiana Street, Suite 2300, Houston, TX 77002, Attention: John Brantley.<\/p>\n<\/p>\n

SECTION 13. No Advisory or Fiduciary Relationship<\/u>. The Company
\nacknowledges and agrees that (a) the purchase and sale of the Securities
\npursuant to this Agreement, including the determination of the initial public
\noffering price of the Securities and any related discounts and commissions, is
\nan arm153s-length commercial transaction between the Company, on the one hand, and
\nthe several Underwriters, on the other hand, (b) in connection with the offering
\nof the Securities and the process leading thereto, each Underwriter is and has
\nbeen acting solely as a principal and is not the agent or fiduciary of the
\nCompany, any of its subsidiaries, or its respective stockholders, creditors,
\nemployees or any other party, (c) no Underwriter has assumed or will assume an
\nadvisory or fiduciary responsibility in favor of the Company with respect to the
\noffering of the Securities or the process leading thereto (irrespective of
\nwhether such Underwriter has advised or is currently advising the Company or any
\nof its subsidiaries on other matters) and no Underwriter has any obligation to
\nthe Company with respect to the offering of the Securities except the
\nobligations expressly set forth in this Agreement, (d) the Underwriters and
\ntheir respective affiliates may be engaged in a broad range of transactions that
\ninvolve interests that differ from those of the Company and (e) the Underwriters
\nhave not provided any legal, accounting, regulatory or tax advice with respect
\nto the offering of the Securities and the Company has consulted its own
\nrespective legal, accounting, regulatory and tax advisors to the extent it
\ndeemed appropriate.<\/p>\n<\/p>\n

SECTION 14. Parties<\/u>. This Agreement shall inure to the benefit of and
\nbe binding upon the Underwriters and the Company and their respective
\nsuccessors. Nothing expressed or mentioned in this Agreement is intended or
\nshall be construed to give any person, firm or corporation, other than the
\nUnderwriters and the Company and their respective successors and the controlling
\npersons and officers and directors referred to in Sections 6 and 7 and their
\nheirs and legal representatives, any legal or equitable right, remedy or claim
\nunder or in respect of this Agreement or any provision herein contained. This
\nAgreement and all conditions and provisions hereof are intended to be for the
\nsole and exclusive benefit of the Underwriters and the Company and their
\nrespective successors, and said controlling persons<\/p>\n<\/p>\n

22<\/p>\n

\n

\n

and officers and directors and their heirs and legal representatives, and for
\nthe benefit of no other person, firm or corporation. No purchaser of Securities
\nfrom any Underwriter shall be deemed to be a successor by reason merely of such
\npurchase.<\/p>\n<\/p>\n

SECTION 15. Patriot Act<\/u>. The Company acknowledges and agrees that in
\naccordance with the requirements of the USA Patriot Act (Title III of Pub. L.
\n107-56 (signed into law October 26, 2001)), the Underwriters are required to
\nobtain, verify and record information that identifies their respective clients,
\nincluding the Company, which information may include the name and address of
\ntheir respective clients, as well as other information that will allow the
\nUnderwriters to properly identify their respective clients.<\/p>\n<\/p>\n

SECTION 16. Trial by Jury<\/u>. The Company (on its behalf and, to the
\nextent permitted by applicable law, on behalf of its stockholders and
\naffiliates) and each of the Underwriters hereby irrevocably waives, to the
\nfullest extent permitted by applicable law, any and all right to trial by jury
\nin any legal proceeding arising out of or relating to this Agreement or the
\ntransactions contemplated hereby.<\/p>\n<\/p>\n

SECTION 17. GOVERNING LAW<\/u>. THIS AGREEMENT AND ANY CLAIM, CONTROVERSY
\nOR DISPUTE ARISING UNDER OR RELATED TO THIS AGREEMENT SHALL BE GOVERNED BY, AND
\nCONSTRUED IN ACCORDANCE WITH THE LAWS OF, THE STATE OF NEW YORK WITHOUT REGARD
\nTO ITS CHOICE OF LAW PROVISIONS.<\/p>\n<\/p>\n

SECTION 18. Consent to Jurisdiction; Waiver of Immunity<\/u>. Any legal
\nsuit, action or proceeding arising out of or based upon this Agreement or the
\ntransactions contemplated hereby (“Related Proceedings”) shall be instituted in
\nthe federal courts of the United States of America located in the City and
\nCounty of New York, Borough of Manhattan, unless any such Federal court
\ndetermines that it lacks jurisdiction over a Related Proceeding in which case
\nsuch Related Proceeding shall be instituted in the courts of the State of New
\nYork, in each case located in the City and County of New York, Borough of
\nManhattan (collectively, the “Specified Courts”), and each party irrevocably
\nsubmits to the exclusive jurisdiction (except for proceedings instituted in
\nregard to the enforcement of a judgment of any such court (a “Related
\nJudgment”), as to which such jurisdiction is non-exclusive) of such courts in
\nany such suit, action or proceeding. Service of any process, summons, notice or
\ndocument by mail to such party153s address set forth above shall be effective
\nservice of process for any suit, action or other proceeding brought in any such
\ncourt. The parties irrevocably and unconditionally waive any objection to the
\nlaying of venue of any suit, action or other proceeding in the Specified Courts
\nand irrevocably and unconditionally waive and agree not to plead or claim in any
\nsuch court that any such suit, action or other proceeding brought in any such
\ncourt has been brought in an inconvenient forum.<\/p>\n<\/p>\n

SECTION 19. TIME<\/u>. TIME SHALL BE OF THE ESSENCE OF THIS AGREEMENT.
\nEXCEPT AS OTHERWISE SET FORTH HEREIN, SPECIFIED TIMES OF DAY REFER TO NEW YORK
\nCITY TIME.<\/p>\n<\/p>\n

SECTION 20. Partial Unenforceability<\/u>. The invalidity or
\nunenforceability of any Section, paragraph or provision of this Agreement shall
\nnot affect the validity or enforceability of any other Section, paragraph or
\nprovision hereof. If any Section, paragraph or provision of this Agreement is
\nfor any reason determined to be invalid or unenforceable, there shall be deemed
\nto be made such minor changes (and only such minor changes) as are necessary to
\nmake it valid and enforceable.<\/p>\n<\/p>\n

SECTION 21. Counterparts<\/u>. This Agreement may be executed in any number
\nof counterparts, each of which shall be deemed to be an original, but all such
\ncounterparts shall together constitute one and the same Agreement. Facsimile
\ncopies of signatures shall constitute original signatures for all purposes of
\nthis Agreement and any enforcement hereof.<\/p>\n<\/p>\n

23<\/p>\n

\n

\n

SECTION 22. Effect of Headings<\/u>. The Section headings herein are for
\nconvenience only and shall not affect the construction hereof.<\/p>\n<\/p>\n

[Signature Pages Follow]<\/p>\n

\n

24<\/p>\n

\n

\n

If the foregoing is in accordance with your understanding of our agreement,
\nplease sign and return to the Company a counterpart hereof, whereupon this
\ninstrument, along with all counterparts, will become a binding agreement among
\nthe Underwriters and the Company in accordance with its terms.<\/p>\n<\/p>\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

Very truly yours,<\/p>\n

APACHE CORPORATION<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n\n

By:<\/p>\n<\/td>\n

\n

\/s\/ Mathew W. Dundrea<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

Name:<\/p>\n<\/td>\n

\n

Mathew W. Dundrea<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

Title:<\/p>\n<\/td>\n

\n

Senior Vice President,
\nTreasury and Administration<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

[Signature Page to Underwriting Agreement]<\/em><\/p>\n

\n

\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

CONFIRMED AND ACCEPTED,
\nas of the date first above written:<\/p>\n

DEUTSCHE BANK SECURITIES INC.<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n\n

By:<\/p>\n<\/td>\n

\n

\/s\/ Jared D. Birnbaum<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

Name:<\/p>\n<\/td>\n

\n

Jared D. Birnbaum<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

Title:<\/p>\n<\/td>\n

\n

Director<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

By:<\/p>\n<\/td>\n

\n

\/s\/ Ritu Ketkar<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

Name:<\/p>\n<\/td>\n

\n

Ritu Ketkar<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

Title:<\/p>\n<\/td>\n

\n

Director<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/tr>\n
<\/td>\n\n

GOLDMAN, SACHS & CO.<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n\n

By:<\/p>\n<\/td>\n

\n

\/s\/ Goldman, Sachs & Co.<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

Goldman, Sachs & Co.<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

J.P. MORGAN SECURITIES LLC<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n\n

By:<\/p>\n<\/td>\n

\n

\/s\/ Stephen L. Sheiner<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

Name:<\/p>\n<\/td>\n

\n

Stephen L. Sheiner<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

Title:<\/p>\n<\/td>\n

\n

Executive Director<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/tr>\n
<\/td>\n\n

RBS SECURITIES INC.<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n\n

By:<\/p>\n<\/td>\n

\n

\/s\/ Okwudiri Onyedum<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

Name:<\/p>\n<\/td>\n

\n

Okwudiri Onyedum<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

Title:<\/p>\n<\/td>\n

\n

Director<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/tr>\n
<\/td>\n\n

For themselves and as Representatives of the other
\nUnderwriters named in Schedule A<\/u> hereto.<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

[Signature Page to Underwriting Agreement]<\/em><\/p>\n

\n

\n

SCHEDULE A<\/strong><\/p>\n

\n

The purchase price to be paid by the several Underwriters shall be 98.320% of
\nthe principal amount of the 2021 Notes and 97.438% of the principal amount of
\nthe 2042 Notes.<\/p>\n<\/p>\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

Aggregate Principal<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

Aggregate Principal<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

Amount of 2021 Notes<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

Amount of 2042 Notes<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

Name of Underwriter<\/p>\n<\/td>\n

<\/td>\n\n

to be Purchased<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

to be Purchased<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

Deutsche Bank Securities Inc.<\/p>\n<\/td>\n

<\/td>\n\n

$<\/p>\n<\/td>\n

\n

80,000,000<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

$<\/p>\n<\/td>\n

\n

80,000,000<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

Goldman, Sachs & Co.<\/p>\n<\/td>\n

<\/td>\n\n

$<\/p>\n<\/td>\n

\n

80,000,000<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

$<\/p>\n<\/td>\n

\n

80,000,000<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

J.P. Morgan Securities LLC<\/p>\n<\/td>\n

<\/td>\n\n

$<\/p>\n<\/td>\n

\n

80,000,000<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

$<\/p>\n<\/td>\n

\n

80,000,000<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

RBS Securities Inc.<\/p>\n<\/td>\n

<\/td>\n\n

$<\/p>\n<\/td>\n

\n

80,000,000<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

$<\/p>\n<\/td>\n

\n

80,000,000<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

BMO Capital Markets Corp.<\/p>\n<\/td>\n

<\/td>\n\n

$<\/p>\n<\/td>\n

\n

40,000,000<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n\n

:<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

Mitsubishi UFJ Securities (USA), Inc.<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

:<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

$<\/p>\n<\/td>\n

\n

40,000,000<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

Morgan Stanley & Co. Incorporated<\/p>\n<\/td>\n

<\/td>\n\n

$<\/p>\n<\/td>\n

\n

40,000,000<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n\n

:<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

RBC Capital Markets, LLC<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

:<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

$<\/p>\n<\/td>\n

\n

40,000,000<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

Standard Chartered Bank<\/p>\n<\/td>\n

<\/td>\n\n

$<\/p>\n<\/td>\n

\n

40,000,000<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n\n

:<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

UBS Securities LLC<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

:<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

$<\/p>\n<\/td>\n

\n

40,000,000<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

ANZ Securities, Inc.<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

:<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

$<\/p>\n<\/td>\n

\n

20,000,000<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

BBVA Securities Inc.<\/p>\n<\/td>\n

<\/td>\n\n

$<\/p>\n<\/td>\n

\n

20,000,000<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n\n

:<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

Credit Agricole Securities (USA) Inc.<\/p>\n<\/td>\n

<\/td>\n\n

$<\/p>\n<\/td>\n

\n

20,000,000<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n\n

:<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

Fifth Third Securities, Inc.<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

:<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

$<\/p>\n<\/td>\n

\n

20,000,000<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

Natixis Securities North America Inc.<\/p>\n<\/td>\n

<\/td>\n\n

$<\/p>\n<\/td>\n

\n

20,000,000<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n\n

:<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

Scotia Capital (USA) Inc.<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

:<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

$<\/p>\n<\/td>\n

\n

20,000,000<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Total<\/p>\n<\/td>\n

<\/td>\n\n

$<\/p>\n<\/td>\n

\n

500,000,000<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

$<\/p>\n<\/td>\n

\n

500,000,000<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Sch A-1<\/p>\n

\n

\n

SCHEDULE B-1<\/strong><\/p>\n

\n

The Issuer General Use Free Writing Prospectus specified on
\nSchedule B-2.<\/p>\n

\n

Sch B-1<\/p>\n

\n

\n

SCHEDULE B-2<\/strong><\/p>\n

\n

Free Writing Prospectus<\/u><\/p>\n

\n

[Follows]<\/p>\n

\n

Sch B-2-1<\/p>\n

\n

\n

Free Writing Prospectus
\nFiled Pursuant to Rule 433
\nFile No. 333-155884
\nNovember 30, 2010<\/strong><\/p>\n

\n

APACHE CORPORATION<\/strong><\/p>\n

\n

PRICING TERM SHEET<\/strong><\/p>\n

\n

$500,000,000 3.625% Notes due 2021
\n$500,000,000 5.250% Notes due 2042<\/strong><\/p>\n

\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Issuer:<\/p>\n<\/td>\n

<\/td>\n\n

Apache Corporation<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Ratings*:<\/p>\n<\/td>\n

<\/td>\n\n

A3\/A-\/A- (Stable\/Stable\/Negative) (Moody153s\/S&P\/Fitch)<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Format:<\/p>\n<\/td>\n

<\/td>\n\n

SEC Registered<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Trade Date:<\/p>\n<\/td>\n

<\/td>\n\n

November 30, 2010<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Settlement Date:<\/p>\n<\/td>\n

<\/td>\n\n

T+3; December 3, 2010<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Security Description:<\/p>\n<\/td>\n

<\/td>\n\n

3.625% Notes due 2021<\/p>\n<\/td>\n

<\/td>\n\n

5.250% Notes due 2042<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Principal Amount:<\/p>\n<\/td>\n

<\/td>\n\n

$500,000,000<\/p>\n<\/td>\n

<\/td>\n\n

$500,000,000<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

CUSIP \/ ISIN:<\/p>\n<\/td>\n

<\/td>\n\n

037411AX3 \/ US037411AX30<\/p>\n<\/td>\n

<\/td>\n\n

037411AY1 \/ US037411AY13<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Maturity:<\/p>\n<\/td>\n

<\/td>\n\n

February 1, <\/strong>2021<\/p>\n<\/td>\n

<\/td>\n\n

February 1, <\/strong>2042<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Public Offering Price:<\/p>\n<\/td>\n

<\/td>\n\n

98.970% of principal amount<\/p>\n<\/td>\n

<\/td>\n\n

98.313% of principal amount<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Proceeds to the Issuer, Before Expenses<\/p>\n<\/td>\n

<\/td>\n\n

$494,850,000<\/p>\n<\/td>\n

<\/td>\n\n

$491,565,000<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Coupon:<\/p>\n<\/td>\n

<\/td>\n\n

3.625% per year (payable semi-annually)<\/p>\n<\/td>\n

<\/td>\n\n

5.250% per year (payable semi-annually)<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Interest Payment Dates:<\/p>\n<\/td>\n

<\/td>\n\n

February 1 and August 1,<\/p>\n<\/td>\n

<\/td>\n\n

February 1 and August 1,<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n\n

commencing August 1, 2011<\/p>\n<\/td>\n

<\/td>\n\n

commencing August 1, 2011<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Benchmark Treasury:<\/p>\n<\/td>\n

<\/td>\n\n

2.625% due November 15,<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

3.875% due August 15, <\/strong>2040<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n\n

2020<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Benchmark Treasury Yield:<\/p>\n<\/td>\n

<\/td>\n\n

2.797%<\/p>\n<\/td>\n

<\/td>\n\n

4.111%<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Spread to Benchmark Treasury:<\/p>\n<\/td>\n

<\/td>\n\n

+95 basis points<\/p>\n<\/td>\n

<\/td>\n\n

+125 basis points<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Yield to Maturity:<\/p>\n<\/td>\n

<\/td>\n\n

3.747%<\/p>\n<\/td>\n

<\/td>\n\n

5.361%<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Redemption Provisions:<\/p>\n<\/td>\n

<\/td>\n\n

The 2021 Notes and the 2042 Notes will be redeemable, at the option of Apache
\nCorporation, at any time, in whole or in part.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

If the 2042 Notes are redeemed before the date that is six months prior to
\ntheir maturity date or if the 2021 Notes are redeemed before the date that is
\nthree months prior to their maturity date, the notes of the applicable series
\nmay be redeemed at a redemption price equal to the greater of:<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

(i) 100% of the principal amount; or<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Sch B-2-2<\/p>\n

\n

\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

(ii) the sum of the present values of the remaining scheduled payments of
\nprincipal and interest thereon discounted to the date of redemption, on a
\nsemi-annual basis, at the treasury rate plus 15 basis points in the case of the
\n2021 Notes and 20 basis points in the case of the 2042 Notes;<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

plus, in each case, accrued and unpaid interest to the date of redemption.\n<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

If the 2042 Notes are redeemed on or after the date that is six months prior
\nto their maturity date or if the 2021 Notes are redeemed on or after the date
\nthat is three months prior to their maturity date, the notes of the applicable
\nseries may be redeemed at a redemption price equal to 100% of the principal
\namount of the notes to be redeemed.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Denominations:<\/p>\n<\/td>\n

<\/td>\n\n

$2,000 and integral multiples of $1,000<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Joint Book-Running Managers:<\/p>\n<\/td>\n

<\/td>\n\n

Deutsche Bank Securities Inc.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n\n

Goldman, Sachs & Co.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n\n

J.P. Morgan Securities LLC<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n\n

RBS Securities Inc.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

2021 Notes:<\/u><\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n\n

BMO Capital Markets Corp.<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

Morgan Stanley & Co. Incorporated<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n\n

Standard Chartered Bank<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

2042 Notes:<\/u><\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n\n

Mitsubishi UFJ Securities (USA), Inc.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n\n

RBC Capital Markets, LLC<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n\n

UBS Securities LLC<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Co-Managers:<\/p>\n<\/td>\n

<\/td>\n\n

2021 Notes:<\/u><\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n\n

BBVA Securities Inc.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n\n

Credit Agricole Securities (USA) Inc.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n\n

Natixis Securities North America Inc.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

2042 Notes:<\/u><\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n\n

ANZ Securities, Inc.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n\n

Fifth Third Securities, Inc.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n\n

Scotia Capital (USA) Inc.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

*<\/p>\n<\/td>\n

<\/td>\n\n

Note: A security rating is not a recommendation to buy, sell or hold
\nsecurities, it may be revised or withdrawn at any time by the assigning rating
\norganization, and each rating presented should be evaluated independently of any
\nother rating.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

The Issuer has filed a registration statement (including a prospectus
\nand related preliminary prospectus supplement for the offering) with the U.S.
\nSecurities and Exchange Commission (the “SEC”) for the offering to which this
\ncommunication relates. Before you invest, you should read the preliminary
\nprospectus supplement, the accompanying prospectus in that registration
\nstatement and the other documents the Issuer has filed with the SEC for more
\ncomplete information about the Issuer and the offering. You may get these
\ndocuments for free by visiting EDGAR on the SEC153s website at http:\/\/www.sec.gov.
\nAlternatively, the issuer, any underwriter or any dealer participating in the
\noffering will arrange to send you the prospectus if you request it by calling
\nDeutsche Bank Securities Inc. at 1-800-503-4611, Goldman, Sachs & Co. at
\n1-866-471-2526, J.P. Morgan Securities LLC at 1-212-834-4533, or RBS Securities
\nInc. at 1-866-884-2071.<\/strong><\/p>\n<\/p>\n

Sch B-2-3<\/p>\n

\n

\n

This communication should be read in conjunction with the preliminary
\nprospectus supplement and the accompanying prospectus. The information in this
\ncommunication supersedes the information in the preliminary prospectus
\nsupplement and the accompanying prospectus to the extent it is inconsistent with
\nthe information in such preliminary prospectus supplement or the accompanying
\nprospectus.<\/strong><\/p>\n<\/p>\n

ANY DISCLAIMERS OR OTHER NOTICES THAT MAY APPEAR BELOW ARE NOT APPLICABLE TO
\nTHIS COMMUNICATION AND SHOULD BE DISREGARDED. SUCH DISCLAIMERS OR OTHER NOTICES
\nWERE AUTOMATICALLY GENERATED AS A RESULT OF THIS COMMUNICATION BEING SENT VIA
\nBLOOMBERG OR ANOTHER EMAIL SYSTEM.<\/p>\n<\/p>\n

Sch B-2-4<\/p>\n

\n

\n

Exhibit A<\/strong><\/p>\n

\n

FORM OF OPINION OF COMPANY153S COUNSEL<\/strong><\/p>\n

\n\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n\n

1.<\/p>\n<\/td>\n

<\/td>\n\n

The Company is validly existing and in good standing as a corporation under
\nthe laws of the State of Delaware, has full corporate power and authority to
\nown, lease and operate its properties and to conduct its business as such
\nbusiness is described in the Prospectus and to enter into its obligations under
\nthe Agreement and is duly qualified as a foreign corporation to transact
\nbusiness and is in good standing in each jurisdiction in which such
\nqualification is required, whether by reason of the ownership or leasing of
\nproperty or the conduct of business, except where the failure so to qualify or
\nto be in good standing would not result in a Material Adverse Effect;<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

2.<\/p>\n<\/td>\n

<\/td>\n\n

Each of Apache North America, Inc., a Delaware corporation, and Apache
\nOverseas, Inc., a Delaware corporation (each a “U.S. Subsidiary”), is validly
\nexisting and in good standing under the laws of the jurisdiction of its
\nincorporation, has corporate power and authority to own, lease and operate its
\nproperties and to conduct its business as described in the Prospectus and is
\nduly qualified as a foreign corporation to transact business and is in good
\nstanding in each jurisdiction in which such qualification is required, whether
\nby reason of the ownership or leasing of property or the conduct of business,
\nexcept where the failure so to qualify or to be in good standing would not
\nresult in a Material Adverse Effect; and except as otherwise disclosed in the
\nRegistration Statement, all of the issued and outstanding capital stock of each
\nU.S. Subsidiary, to such counsel153s knowledge after due inquiry, is owned by the
\nCompany, directly or through subsidiaries, free and clear of any security
\ninterest, mortgage, pledge, lien, encumbrance, claim or equity;<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

3.<\/p>\n<\/td>\n

<\/td>\n\n

The Securities delivered on the date hereof are in the form contemplated by
\nthe Indenture and (i) have been duly authorized and executed by the Company for
\nissuance and sale to the Underwriters pursuant to the Agreement and the
\nIndenture and, when authenticated by the Trustee in the manner provided for in
\nthe Indenture and issued and delivered against payment of the consideration
\ntherefor pursuant to the Agreement, will constitute valid and legally binding
\nobligations of the Company, entitled to the benefits of the Indenture and
\nenforceable against the Company in accordance with their terms; and (ii) conform
\nas to legal matters in all material respects to the description thereof under
\nthe captions “Description of Notes” and “Description of Apache Corporation Debt
\nSecurities” in the General Disclosure Package and the Prospectus;<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

4.<\/p>\n<\/td>\n

<\/td>\n\n

The Registration Statement has become effective under the 1933 Act; any
\nfilings of the Preliminary Prospectus Supplement or the Prospectus Supplement
\nrequired prior to the date hereof pursuant to Rule 424(b) under the 1933 Act
\nhave been made in the manner and within the time period required by Rule 424(b);
\nany required filing of each Issuer Free Writing Prospectus pursuant to Rule 433
\nhas been made in the manner required by Rule 433(d); and, to such counsel153s
\nknowledge after due inquiry, no stop order suspending the effectiveness of the
\nRegistration Statement has been issued under the 1933 Act and no proceedings for
\nthat purpose have been instituted or threatened by the Commission;<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

5.<\/p>\n<\/td>\n

<\/td>\n\n

The Registration Statement and the Prospectus, excluding in each case the
\ndocuments incorporated by reference therein, as of their respective effective or
\nissue dates (other than the financial statements and notes thereto and
\nsupporting schedules and other financial or accounting data and information
\npertaining to natural resource reserves<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Exhibit A-1<\/p>\n

\n

\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n\n

included therein or omitted therefrom and the Trustee153s Statement of
\nEligibility on Form T-1, as to which such counsel need express no opinion)
\nappeared on their face to comply as to form in all material respects with the
\nrequirements of the 1933 Act and the rules and regulations promulgated by the
\nCommission thereunder;<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

6.<\/p>\n<\/td>\n

<\/td>\n\n

The Base Indenture and the First Supplemental Indenture have been duly
\nqualified under the Trust Indenture Act and have been duly authorized by the
\nCompany; and the Indenture Officers153 Certificate has been duly authorized,
\nexecuted and delivered by the Company; and the Indenture (assuming the due
\nauthorization, execution and delivery thereof by the Trustee) constitutes a
\nvalid and legally binding agreement of the Company, enforceable against the
\nCompany in accordance with its terms;<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

7.<\/p>\n<\/td>\n

<\/td>\n\n

The Agreement has been duly authorized, executed and delivered by the
\nCompany;<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

8.<\/p>\n<\/td>\n

<\/td>\n\n

The execution and delivery by the Company of the Agreement, the consummation
\nof the transactions therein contemplated and the use of the net proceeds from
\nthe sale of the Securities in the manner described in the Prospectus under the
\ncaption “Use of Proceeds” do not (i) violate or constitute a default or
\nRepayment Event under (or constitute an event that, with the giving of notice or
\nlapse of time or both, would constitute such a default or Repayment Event under)
\nthe terms or provisions of any indenture, mortgage, deed of trust or loan
\nagreement or other agreement or instrument filed or incorporated by reference as
\nan exhibit to the Company153s most recently filed Annual Report on Form 10-K or to
\nany Form 10-Q or Form 8-K of the Company filed since the filing of such Annual
\nReport on Form 10-K, (ii) violate any provision of the certificate of
\nincorporation or bylaws of the Company, (iii) violate any existing obligation of
\nthe Company under any existing court or administrative order, judgment or decree
\nof which such counsel has knowledge after due inquiry, or (iv) violate any
\napplicable provisions of the federal laws of the United States (based on the
\nlimitations set forth below), the laws of the State of Texas, the laws of the
\nState of New York or the General Corporation Law of the State of Delaware;<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

9.<\/p>\n<\/td>\n

<\/td>\n\n

No consent, approval, authorization or order of, or filing with, any federal,
\nDelaware, New York or Texas court or governmental agency or body having
\njurisdiction over the Company is required to be made or obtained by the Company
\nunder federal or Texas law, the General Corporation Law of the State of Delaware
\nor the laws of the State of New York for the consummation by the Company of the
\ntransactions contemplated by the Agreement in connection with the issue and sale
\nof the Securities by the Company and the execution and delivery of the Agreement
\nby the Company, except (i) as may be required under state securities or “Blue
\nSky” laws in connection with the purchase and distribution of the Securities by
\nthe Underwriters, and (ii) such as the failure to obtain or make would not
\nreasonably be expected, individually or in the aggregate, to have a Material
\nAdverse Effect;<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

10.<\/p>\n<\/td>\n

<\/td>\n\n

To such counsel153s knowledge after due inquiry, and other than as set forth in
\nthe Prospectus, there is no legal or governmental proceeding pending or
\nthreatened against the Company which would, individually or in the aggregate,
\nreasonably be expected to have a Material Adverse Effect;<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

11.<\/p>\n<\/td>\n

<\/td>\n\n

Subject to the qualifications set forth therein, the discussion set forth in
\nthe Prospectus under the caption “Certain U.S. Federal Tax Considerations” is a
\nsummary of the United<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Exhibit A-2<\/p>\n

\n

\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n\n

States federal income tax matters described therein that is accurate in all
\nmaterial respects;<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

12.<\/p>\n<\/td>\n

<\/td>\n\n

The documents incorporated by reference in the Registration Statement and the
\nProspectus (other than the financial statements and notes thereto, schedules and
\nrelated data and other financial or accounting data and information pertaining
\nto natural resource reserves included therein or omitted therefrom, as to which
\nsuch counsel need express no opinion), when they were filed with the Commission,
\nappeared on their face to comply as to form in all material respects with the
\nrequirements of the particular form under the 1934 Act and the rules and
\nregulations promulgated by the Commission thereunder; and, to such counsel153s
\nknowledge after due inquiry, there are no documents that are required to be
\nfiled as exhibits to any of such documents incorporated by reference that are
\nnot so filed; and<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

13.<\/p>\n<\/td>\n

<\/td>\n\n

The Company is not, and upon the application of the net proceeds from the
\nissuance and sale of the Securities in the manner described under the caption
\n“Use of Proceeds” in the Prospectus will not be, subject to regulation as an
\n“investment company” as such term is defined in the Investment Company Act of
\n1940, as amended.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Such counsel may state that such opinion is based on and is limited to the
\nrelevant federal law of the United States of America, the law of the State of
\nTexas, the law of the State of New York and the General Corporation Law of the
\nState of Delaware, and that it renders no opinion with respect to the state
\nsecurities or “Blue Sky” laws of any jurisdiction or the law of any other
\njurisdiction. Such counsel may note that it is not admitted to the practice of
\nlaw in the State of Delaware. With respect to paragraph 8, such counsel may
\nstate that it renders no opinion with respect to the anti-fraud provisions of
\nthe federal securities laws. Also with respect to paragraph 8, such counsel may
\nstate that it made no examination of any accounting or financial matters and
\nexpresses no opinion with respect thereto.<\/p>\n<\/p>\n

Such counsel may state that in addition to the limitations and qualifications
\nset forth above, the enforceability of obligations of the Company under the
\nIndenture and the Securities is subject to the effect of any applicable
\nbankruptcy (including, without limitation, fraudulent conveyance and
\npreference), insolvency, reorganization, rehabilitation, moratorium or similar
\nlaws and decisions relating to or affecting the enforcement of creditors153 rights
\ngenerally, and to general principles of equity (regardless of whether such
\nenforceability is considered in a proceeding in equity or at law), including,
\nwithout limitation, concepts of materiality, reasonableness, good faith and fair
\ndealing, and the possible unavailability of specific performance or injunctive
\nrelief. Such principles are of general application, and in applying such
\nprinciples a court, among other things, might decline to order the Company to
\nperform covenants. Further, such counsel may state that it expresses no opinion
\nwith respect to the enforceability of provisions in the Indenture or the
\nSecurities with respect to waiver, delay, extension or omission of notice or
\nenforcement of rights or remedies, waivers of defenses or waivers of benefits of
\nstay, extension, moratorium, redemption, statutes of limitations or other
\nbenefits provided by operation of law; and that the enforceability of any
\nexculpation, indemnification or contribution provisions contained in the
\nIndenture may be limited by applicable law or public policy. Further, such
\ncounsel may state that it expresses no opinion as to the validity, binding
\neffect or enforceability of any provisions in the Indenture or the Securities
\nthat require or relate to the payment of interest, fees or charges at a rate or
\nin an amount that is in excess of legal limits or that a court would determine
\nin the circumstances under applicable law to be commercially unreasonable or a
\npenalty or a forfeiture.<\/p>\n<\/p>\n

Such counsel may state that whenever its opinion is based on factual matters
\nthat are “of which such counsel has knowledge after due inquiry” or “to such
\ncounsel153s knowledge after due inquiry,” it has, with the Underwriters153
\nconcurrence, relied to the extent it deems appropriate on certificates of
\nofficers (after<\/p>\n<\/p>\n

Exhibit A-3<\/p>\n

\n

\n

the discussion of the contents thereof with such officers) of the Company or
\ncertificates of others as to the existence or nonexistence of the factual
\nmatters upon which such opinion is predicated. Such counsel shall state that it
\nhas no reason to believe, however, that any such certificate is untrue or
\ninaccurate in any material respect.<\/p>\n<\/p>\n

Such counsel may also state that, because the primary purpose of its
\nengagement was not to establish or confirm factual matters or financial or
\naccounting matters or matters pertaining to natural resource reserves and
\nbecause of the wholly or partially non-legal character of many of the statements
\ncontained in the Registration Statement, the General Disclosure Package and the
\nProspectus, such counsel is not passing upon and does not assume any
\nresponsibility for the accuracy, completeness or fairness of the statements
\ncontained in the Registration Statement, the General Disclosure Package or the
\nProspectus (except to the extent expressly set forth in clause (ii) of paragraph
\n3 or in paragraph 11 above), and such counsel has not independently verified the
\naccuracy, completeness or fairness of such statements (except as aforesaid).
\nWithout limiting the foregoing, such counsel may state that it assumes no
\nresponsibility for, has not independently verified and has not been asked to
\ncomment on the accuracy, completeness or fairness of the financial statements
\nand notes thereto, schedules and related data and other financial or accounting
\ndata or information pertaining to natural resource reserves included in the
\nRegistration Statement, the General Disclosure Package, the Prospectus or the
\nexhibits to the Registration Statement, and it has not examined the accounting,
\nfinancial or other records from which such financial statements and notes
\nthereto, schedules and related data and other financial or accounting data or
\ninformation pertaining to natural resource reserves contained therein were
\nderived. Such counsel may note that, although certain portions of the
\nRegistration Statement have been included therein on the authority of “experts”
\nwithin the meaning of the Securities Act, such counsel are not experts with
\nrespect to any portion of the Registration Statement, including, without
\nlimitation, such financial statements and notes thereto, schedules and related
\ndata and other financial or accounting data or information pertaining to natural
\nresource reserves included therein. Such counsel may note that it did not
\nparticipate in the preparation of the documents incorporated by reference in the
\nRegistration Statement or the Prospectus. However, such counsel shall state that
\nit has participated in conferences with officers and other representatives of
\nthe Company, its auditors, and representatives of the Underwriters, including
\nthe Underwriters153 counsel, at which the contents of the Registration Statement,
\nthe General Disclosure Package and the Prospectus and related matters were
\ndiscussed, and that based upon such participation and review, and relying as to
\nmateriality in part upon the factual statements of officers and other
\nrepresentatives of the Company and upon representatives of the Underwriters,
\nsuch counsel shall advise the Underwriters that no facts have come to such
\ncounsel153s attention that have caused it to believe that the Registration
\nStatement, including any information included in the Prospectus which was
\nomitted from such Registration Statement at the time it became effective but
\nthat is deemed to be part of and included in such Registration Statement
\npursuant to Rule 430B under the 1933 Act, at the effective date with respect to
\nthe Underwriters pursuant to Rule 430B(f)(2) under the 1933 Act, contained an
\nuntrue statement of a material fact or omitted to state a material fact required
\nto be stated therein or necessary to make the statements therein not misleading,
\nor that the Prospectus, as of its date or as of the date hereof, or that the
\nGeneral Disclosure Package at the Applicable Time, contained or contains an
\nuntrue statement of a material fact or omitted or omits to state a material fact
\nnecessary in order to make the statements therein, in the light of the
\ncircumstances under which they were made, not misleading, it being understood
\nthat such counsel shall not be asked to comment on, and it may express no belief
\nwith respect to, the financial statements and notes thereto, schedules and
\nrelated data and other financial or accounting data or information pertaining to
\nnatural resource reserves or exhibits (including the Form T-1) contained or
\nincorporated by reference in or omitted from the Registration Statement, the
\nGeneral Disclosure Package or the Prospectus, it also being understood that,
\nwith respect to statements contained in the General Disclosure Package, any
\nstatement contained in any of the constituent documents shall be deemed to be
\nmodified or superseded to the extent that any information contained in
\nsubsequent constituent documents modifies or replaces such statement.<\/p>\n<\/p>\n

Exhibit A-4<\/p>\n

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