on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a
Change in Law, to the extent enacted, adopted, promulgated, or issued by any Governmental Authority or otherwise having the force of law, regardless of the date enacted, adopted or issued.
CME Term SOFR Administrator means CME Group Benchmark Administration Limited as administrator of the forward-looking term
Secured Overnight Financing Rate (SOFR) (or a successor administrator).
Code means the Internal Revenue Code of 1986,
as amended from time to time.
Co-Documentation Agents means Bank of America,
N.A., Goldman Sachs Bank USA, HSBC Bank USA, N.A., Mizuho Bank, Ltd., MUFG Bank, Ltd., The Toronto-Dominion Bank, New York Branch and Truist Bank, in their capacity as co-documentation agents.
Commitment means, with respect to each Lender, such Lenders 364-Day Tranche
Commitment or 3-Year Tranche Commitment, as applicable, as such commitment may be (a) reduced from time to time pursuant to Section 2.8, (b) reduced or increased from time to
time pursuant to assignments by or to such Lender pursuant to Section 10.4 and (d) terminated pursuant to Section 2.8, Section 8.2 or Section 8.3. The amount of
the Commitment represents such Lenders maximum Credit Exposure hereunder. The initial amount of each Lenders Commitment is set forth on Schedule 2.1, or in the Assignment and Assumption pursuant to which such
Lender shall have assumed its Commitment, as applicable. The initial aggregate amount of the Lenders Commitments is $2,000,000,000.
Commitment Termination Date means the first to occur of: (i) the consummation of the Acquisition without the making of
the Loans, (ii) the termination of the Acquisition Agreement in accordance with its terms and (iii) the Termination Date (as defined in, and including as may be extended pursuant to Section 7.1 of, the Acquisition Agreement as in
effect on January 3, 2024).
Communications is defined in Section 9.3(c).
Consolidated Net Tangible Assets means the total assets of APA and its subsidiaries as of the end of APAs most recent
fiscal quarter for which a consolidated balance sheet of APA and its subsidiaries is available, minus the sum of (i) all current liabilities (excluding the current portion of any long-term debt) of APA and its subsidiaries reflected on
such balance sheet, and (ii) total goodwill and other intangible assets of APA and its subsidiaries reflected on such balance sheet, all calculated on a consolidated basis in accordance with GAAP.
Consolidated Tangible Net Worth means (i) the consolidated shareholders equity of APA and its Subsidiaries,
less (ii) the amount of consolidated intangible assets of APA and its Subsidiaries, plus (iii) the aggregate amount of any non-cash write downs, impairments, and related charges, on a
consolidated basis, by APA and its Subsidiaries made since June 4, 2015.
Control means the possession, directly
or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise. Controlling and Controlled
have meanings correlative thereto.
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