UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 10, 2010

Apache Corporation

(Exact name of registrant as specified in its charter)

Delaware (State of Incorporation)		1-4300 (Commission File No.)		41-0747868 (IRS Employer Identification No.)

2000 Post Oak Boulevard, Suite 100, Houston, Texas (Address of Principal Executive Offices)		77056-4400 (Zip Code)

Registrant’s telephone number, including area code: (713) 296-6000

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o		Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o		Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o		Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o		Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

Item 1.01		Entry into a Material Definitive Agreement.

     On November 10, 2010, Apache Deepwater LLC (formerly known as ZMZ Acquisitions LLC), a Delaware limited liability company (“Merger Sub”), Apache MEI Finance, Inc., a Delaware corporation (the “Co-Issuer”, and together with Merger Sub, the “Issuers”) and certain guarantor subsidiaries (the “Guarantors”) of Mariner Energy, Inc., a Delaware corporation (“Mariner”), executed and delivered to Wells Fargo Bank, National Association, as trustee (the “Trustee”), (1) the Third Supplemental Indenture (the “7.50% Notes Supplemental Indenture”) to the Indenture, dated as of April 24, 2006, among Mariner, the guarantors party thereto and the Trustee (the “7.50% Notes Indenture”), (2) the Fourth Supplemental Indenture (the “11.75% Notes Supplemental Indenture”) to the Indenture, dated as of June 10, 2009, among Mariner, the guarantors party thereto and the Trustee (the “11.75% Notes Base Indenture”) and (3) the Third Supplemental Indenture (the “8% Notes Supplemental Indenture”) to the Indenture, dated as of April 30, 2007, among Mariner, the guarantors party thereto and the Trustee (the “8% Notes Indenture”). Pursuant to the 7.50% Notes Supplemental Indenture, the 11.75% Notes Supplemental Indenture and the 8% Notes Supplemental Indenture, Merger Sub, upon consummation of the Merger (as defined below), assumed all of the obligations of Mariner under (1) the 7.50% senior notes due 2013 (the “7.50% Notes”) issued by Mariner pursuant to the 7.50% Notes Indenture, (2) the 11.75% senior notes due 2016 (the “11.75% Notes”) issued by Mariner pursuant to the First Supplemental Indenture to the 11.75% Notes Base Indenture, dated as of June 10, 2009, among Mariner, the guarantors party thereto and the Trustee (which, together with the 11.75% Notes Base Indenture and the Third Supplemental Indenture to the 11.75% Notes Base Indenture, dated as of May 20, 2010, among Mariner, the guarantors party therto and the Trustee, constitutes the “11.75% Notes Indenture”) and (3) the 8% senior notes due 2017 (the “8% Notes” and, together with the 7.50% Notes and the 11.75% Notes, the “Notes”) issued pursuant to the 8% Notes Indenture.

     Interest on the Notes is payable semi-annually in arrears. The 7.50% Notes mature on April 15, 2013, the 11.75% Notes mature on June 30, 2016, and the 8% Notes mature on May 15, 2017. The obligations of the Issuers and the Guarantors may be accelerated upon the occurrence of certain customary events of default, including payment defaults, uncured defaults in the performance of certain covenants and agreements under the indentures and bankruptcy and insolvency related defaults. As of November 10, 2010, there was $300 million in aggregate principal amount of the 7.50% Notes outstanding, $300 million in aggregate principal amount of the 11.75% Notes outstanding and $300 million in aggregate principal amount of the 8% Notes outstanding.

     The Issuers have provided notice to the holders of the Notes that they intend to redeem the 7.50% Notes, the 8% Notes and 35% of the 11.75% Notes on December 13, 2010. The Issuers intend to provide notice to the holders of the 11.75% Notes that they intend to redeem the remaining 65% of the 11.75% Notes on December 14, 2010.

     The descriptions of the Notes and the guarantees described above are qualified in their entirety by reference to the full text of the 7.50% Notes Indenture, the 7.50% Notes Supplemental Indenture, the 8% Notes Indenture, the 8% Notes Supplemental Indenture, the 11.75% Notes Indenture and the 11.75% Notes Supplemental Indenture attached hereto as Exhibits 4.1 through 4.7 and are incorporated herein by reference.

Item 2.01		Completion of Acquisition or Disposition of Assets.

     On November 10, 2010, pursuant to the Agreement and Plan of Merger dated April 14, 2010, as amended by Amendment No. 1 dated August 2, 2010 (as amended, the “Merger Agreement”), by and among Apache Corporation, a Delaware corporation (“Apache”), Merger Sub and Mariner, Mariner merged with and into Merger Sub, with Merger Sub surviving the merger as a wholly owned subsidiary of Apache (the “Merger”).

     In connection with the Merger, Apache issued approximately 17.5 million shares of its common stock and paid approximately $800 million in cash to former Mariner stockholders in exchange for their shares of Mariner common stock. The Apache shares issued to Mariner stockholders represent approximately 5% of Apache’s issued and outstanding common stock after the Merger, based upon the number of Apache shares outstanding at November 10, 2010. Apache did not issue any fractional shares of its common stock in connection with the Merger. For each fractional share that would have otherwise been issued, Apache paid cash (without interest) in an amount equal to the product of the fractional share and the average of the closing price of Apache common stock on the New York Stock Exchange, as reported in The Wall Street Journal, for the five consecutive trading days ending on the calendar day immediately prior to the closing date of the Merger.

     Under the merger agreement, Mariner stockholders had the option to elect to receive consideration consisting of cash, shares of Apache common stock or a combination of both in exchange for their shares of Mariner common stock, subject to a proration feature. Mariner stockholders electing to receive a mix of cash and stock consideration and non-electing stockholders were entitled to receive $7.80 in cash and 0.17043 shares of Apache common stock in exchange for each share of Mariner common stock. Subject to proration, Mariner stockholders electing to receive all cash were entitled to receive $26.00 in cash for each share of Mariner common stock and Mariner stockholders electing to receive only Apache common stock were entitled to receive 0.24347 shares of Apache common stock in exchange for each share of Mariner common stock.

     The final results of merger consideration elections by Mariner stockholders are not yet available. Apache intends to file an amendment to this Item 2.01 of this Current Report on Form 8-K to include the final results of the merger consideration elections once they become available.

     The foregoing description of the Merger and the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement, which is attached as Exhibits 2.1 to Apache’s Current Reports on Form 8-K filed with the Securities and Exchange Commission on April 16, 2010 and August 3, 2010 and incorporated herein by reference.

Item 2.03		Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

     The information set forth under Item 1.01 above is hereby incorporated into this Item 2.03 by reference.

Item 7.01		Regulation FD Disclosure.

     On November 10, 2010, Apache issued a press release announcing the completion of the Merger. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01		Financial Statements and Exhibits.

     (a) Financial Statements of Businesses Acquired.

     To the extent required by this item, financial statements of Mariner will be filed as part of an amendment to this Current Report on Form 8-K not later than 71 calendar days after the date this Current Report is required to be filed.

     (d) Exhibits.

Exhibit Number				Description
	2.1			Agreement and Plan of Merger dated April 14, 2010 by and among Apache Corporation, Apache Deepwater LLC (formerly known as ZMZ Acquisitions LLC) and Mariner Energy, Inc. (incorporated by reference to Exhibit 2.1 to Apache Corporation’s Current Report on Form 8-K filed on April 16, 2010) (the schedules have been omitted pursuant to Item 601(b)(2) of Regulation S-K).
	2.2			Amendment No. 1 dated as of August 2, 2010 to the Agreement and Plan of Merger dated April 14, 2010 by and among Apache Corporation, Apache Deepwater LLC (formerly known as ZMZ Acquisitions LLC) and Mariner Energy, Inc. (incorporated by reference to Exhibit 2.1 to Apache Corporation’s Current Report on Form 8-K filed on August 3, 2010).
	4.1			Indenture, dated as of June 10, 2009, among Mariner Energy, Inc., the guarantors party thereto and Wells Fargo Bank, N.A., as trustee (incorporated by reference to Exhibit 4.1 to Mariner Energy, Inc.’s Current Report on Form 8-K filed on June 16, 2009).

Exhibit Number				Description
	4.2			First Supplemental Indenture, dated as of June 10, 2009, among Mariner Energy, Inc., the guarantors party thereto and Wells Fargo Bank, N.A., as trustee (incorporated by reference to Exhibit 4.2 to Mariner Energy, Inc.’s Form 8-K filed on June 16, 2009).
	4.3			Third Supplemental Indenture, dated as of May 20, 2010, among Mariner Energy, Inc., the guarantors party thereto and Wells Fargo Bank, N.A., as trustee.
	4.4			Indenture, dated as of April 30, 2007, among Mariner Energy, Inc., the guarantors party thereto and Wells Fargo Bank, N.A., as trustee (incorporated by reference to Exhibit 4.1 to Mariner Energy, Inc.’s Current Report on Form 8-K filed on May 1, 2007).
	4.5			Indenture, dated as of April 24, 2006, among Mariner Energy, Inc., the guarantors party thereto and Wells Fargo Bank, N.A., as trustee (incorporated by reference to Exhibit 4.1 to Mariner Energy, Inc.’s Current Report on Form 8-K filed on April 25, 2006).
	4.6			Third Supplemental Indenture, dated as of November 10, 2010, among Apache Deepwater LLC, Apache MEI Finance, Inc. as co-issuer, the guarantors party thereto and Wells Fargo Bank, N.A., as trustee, pertaining to the 7.50% Notes.
	4.7			Fourth Supplemental Indenture, dated as of November 10, 2010, among Apache Deepwater LLC, Apache MEI Finance, Inc. as co-issuer, the guarantors party thereto and Wells Fargo Bank, N.A., as trustee, pertaining to the 11.75% Notes.
	4.8			Third Supplemental Indenture, dated as of November 10, 2010, among Apache Deepwater LLC, Apache MEI Finance, Inc. as co-issuer, the guarantors party thereto and Wells Fargo Bank, N.A., as trustee, pertaining to the 8% Notes.
	99.1			Press release of Apache Corporation dated November 10, 2010.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

EXHIBIT INDEX

Exhibit Number				Description
	2.1			Agreement and Plan of Merger dated April 14, 2010 by and among Apache Corporation, Apache Deepwater LLC (formerly known as ZMZ Acquisitions LLC) and Mariner Energy, Inc. (incorporated by reference to Exhibit 2.1 to Apache Corporation’s Current Report on Form 8-K filed on April 16, 2010) (the schedules have been omitted pursuant to Item 601(b)(2) of Regulation S-K).
	2.2			Amendment No. 1 dated as of August 2, 2010 to the Agreement and Plan of Merger dated April 14, 2010 by and among Apache Corporation, Apache Deepwater LLC (formerly known as ZMZ Acquisitions LLC) and Mariner Energy, Inc. (incorporated by reference to Exhibit 2.1 to Apache Corporation’s Current Report on Form 8-K filed on August 3, 2010).
	4.1			Indenture, dated as of June 10, 2009, among Mariner Energy, Inc., the guarantors party thereto and Wells Fargo Bank, N.A., as trustee (incorporated by reference to Exhibit 4.1 to Mariner Energy, Inc.’s Current Report on Form 8-K filed on June 16, 2009).
	4.2			First Supplemental Indenture, dated as of June 10, 2009, among Mariner Energy, Inc., the guarantors party thereto and Wells Fargo Bank, N.A., as trustee (incorporated by reference to Exhibit 4.2 to Mariner Energy, Inc.’s Form 8-K filed on June 16, 2009).
	4.3			Third Supplemental Indenture, dated as of May 20, 2010, among Mariner Energy, Inc., the guarantors party thereto and Wells Fargo Bank, N.A., as trustee.
	4.4			Indenture, dated as of April 30, 2007, among Mariner Energy, Inc., the guarantors party thereto and Wells Fargo Bank, N.A., as trustee (incorporated by reference to Exhibit 4.1 to Mariner Energy, Inc.’s Current Report on Form 8-K filed on May 1, 2007).
	4.5			Indenture, dated as of April 24, 2006, among Mariner Energy, Inc., the guarantors party thereto and Wells Fargo Bank, N.A., as trustee (incorporated by reference to Exhibit 4.1 to Mariner Energy, Inc.’s Current Report on Form 8-K filed on April 25, 2006).
	4.6			Third Supplemental Indenture, dated as of November 10, 2010, among Apache Deepwater LLC, Apache MEI Finance, Inc. as co-issuer, the guarantors party thereto and Wells Fargo Bank, N.A., as trustee, pertaining to the 7.50% Notes.
	4.7			Fourth Supplemental Indenture, dated as of November 10, 2010, among Apache Deepwater LLC, Apache MEI Finance, Inc. as co-issuer, the guarantors party thereto and Wells Fargo Bank, N.A., as trustee, pertaining to the 11.75% Notes.
	4.8			Third Supplemental Indenture, dated as of November 10, 2010, among Apache Deepwater LLC, Apache MEI Finance, Inc. as co-issuer, the guarantors party thereto and Wells Fargo Bank, N.A., as trustee, pertaining to the 8% Notes.
	99.1			Press release of Apache Corporation dated November 10, 2010.

Exhibit 4.3

     THIRD SUPPLEMENTAL INDENTURE, dated as of May 20, 2010 (this “Third Supplemental Indenture”) among MARINER ENERGY, INC., a Delaware corporation (the “Company”), the GUARANTORS (as defined in the Indenture referred to herein) and WELLS FARGO BANK, N. A., as trustee under the Indenture referred to herein (in such capacity, the “Trustee”).

RECITALS

     WHEREAS, the Company, the Guarantors and the Trustee are parties to an Indenture, dated as of June 10, 2009 (the “Base Indenture”), as supplemented by the First Supplemental Indenture thereto dated as of June 10, 2009 (the “First Supplemental Indenture”), as further supplemented by the Second Supplemental Indenture thereto dated as of February 10, 2010 (the “Second Supplemental Indenture”), providing for the issuance of the Company’s 11³/4% Senior Notes due 2016 (the “Notes”) (such Base Indenture, as amended and supplemented from time to time (including without limitation pursuant to the First Supplemental Indenture, the Second Supplemental Indenture and this Third Supplemental Indenture), being referred to herein as the “Indenture”); and

     WHEREAS, clause (6) of Section 9.01 of the First Supplemental Indenture provides that the Company, the Guarantors and the Trustee may amend or supplement the Indenture (including the First Supplemental Indenture) without notice to or consent of any Holder (as defined in the Indenture) in order to conform the text of the First Supplemental Indenture to any provision of the “Description of Senior Notes” contained in the Prospectus (as defined in the Indenture) relating to the Notes; and

     WHEREAS, the Company, the Guarantors and the Trustee wish to amend Section 3.01(d) of the First Supplemental Indenture in order to conform said Section to the corresponding provision of the “Description of Senior Notes” contained in the Prospectus; and

     WHEREAS, pursuant to Section 9.01 of the First Supplemental Indenture, the Trustee is authorized to execute and deliver this Third Supplemental Indenture; and

     WHEREAS, the execution and delivery of this Third Supplemental Indenture has been duly authorized by the parties hereto, and all other acts necessary to make this Third Supplemental Indenture a valid and binding supplement to the Indenture effectively amending the Indenture as set forth herein have been duly taken; and

     NOW, THEREFORE, in consideration of the premises, agreements and obligations set forth herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree, for the equal and proportionate benefit of all Holders of the Notes, as follows:

ARTICLE 1
Relation to Indenture; Definitions

     SECTION 1.01. Relation to Indenture.

     With respect to the Notes, this Third Supplemental Indenture constitutes an integral part of the Indenture.

     SECTION 1.02. Definitions.

     For all purposes of this Third Supplemental Indenture, except as otherwise expressly provided herein, capitalized terms used herein and not otherwise defined herein shall have the meanings assigned thereto in the Indenture.

     SECTION 1.03. General References.

     All references in this Third Supplemental Indenture to Articles and Sections, unless otherwise specified, refer to the corresponding Articles and Sections of this Third Supplemental Indenture; and the terms “herein,” “hereo,f” “hereunder” and any other word of similar import refers to this Third Supplemental Indenture.

ARTICLE 2
Amendment

     SECTION 2.01. Amendment to Section 3.01(d) of First Supplemental Indenture..

     Section 3.01(d) of the First Supplemental Indenture is hereby amended by deleting therefrom the words “(including any Additional Notes) issued after the Issue Date” and inserting “(including any Additional Notes issued after the Issue Date)” in lieu thereof.

ARTICLE 3
Miscellaneous

     SECTION 3.01. Certain Trustee Matters.

     The recitals contained herein shall be taken as the statements of the Company and the Guarantors, and the Trustee assumes no responsibility for their correctness.

     The Trustee makes no representations as to the validity or sufficiency of this Third Supplemental Indenture or the proper authorization or due execution thereof by the Company or the Guarantors.

     SECTION 3.02. Continued Effect.

     Except as expressly supplemented and amended by this Third Supplemental Indenture, the Indenture (as supplemented and amended to date) shall continue in full force and effect in accordance with the provisions thereof, and the Indenture (as so supplemented and amended, and as further supplemented and amended by this Third Supplemental Indenture) is in all respects hereby ratified and confirmed. This Third Supplemental Indenture and all its provisions shall be deemed a part of the Indenture in the manner and to the extent herein and therein provided.

     SECTION 3.03. Governing Law.

     This Third Supplemental Indenture shall be governed by, and construed in accordance with, the laws of the State of New York.

     SECTION 3.04. Counterparts.

     This instrument may be executed in any number of counterparts, each of which shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument.

(Signature Pages Follow)

     IN WITNESS WHEREOF, the parties hereto have caused this Third Supplemental Indenture to be duly executed and delivered, all as of the day and year first above written.

SIGNATURE PAGE TO THIRD SUPPLEMENTAL INDENTURE

Exhibit 4.6

 

 

APACHE DEEPWATER LLC

(formerly named ZMZ Acquisitions LLC)

as the Company,

APACHE MEI FINANCE, INC.,

as Co-Issuer,

the Guarantor parties named herein

and

WELLS FARGO BANK, N. A.,

as the Trustee

THIRD SUPPLEMENTAL INDENTURE

Dated as of November 10, 2010

to

INDENTURE

Dated as of April 24, 2006

7^1/2% Senior Notes due 2013

 

 

		Page
ARTICLE 1 Relation to Indenture; Definitions			2
SECTION 1.01. Relation to Indenture			2
SECTION 1.02. Definitions			2
SECTION 1.03. General References			2
ARTICLE 2 Assumption of Obligations			2
SECTION 2.01. Assumption of Obligations			2
ARTICLE 3 Miscellaneous			2
SECTION 3.01. Certain Trustee Matters			2
SECTION 3.02. Continued Effect			2
SECTION 3.03. Governing Law			2
SECTION 3.04. Counterparts			3

     THIRD SUPPLEMENTAL INDENTURE, dated as of November 10, 2010 (this “Third Supplemental Indenture”) between APACHE DEEPWATER LLC, a Delaware limited liability company (formerly named ZMZ Acquisitions LLC) (the “Company”), APACHE MEI FINANCE, INC., a Delaware corporation (the “Co-Issuer” and, together with the Company, the “Issuers”), the GUARANTORS (as defined in the Indenture referred to herein), and WELLS FARGO BANK, N. A., as trustee under the Indenture referred to herein (in such capacity, the “Trustee”).

RECITALS

     WHEREAS, Mariner Energy, Inc., a Delaware corporation (“Mariner”), the Guarantors and the Trustee are parties to an Indenture, dated as of April 24, 2006 (the “Base Indenture”), providing for the issuance of Mariner’s 7^1/2% Senior Notes due 2013 (the “Notes”) (such Base Indenture, as amended and supplemented from time to time (including without limitation pursuant to this Third Supplemental Indenture), being referred to herein as the “Indenture”); and

     WHEREAS, Section 4.1 of the Indenture provides that Mariner will not, directly or indirectly, merge with or into another Person (as defined in the Indenture) unless, inter alia, the Person surviving any such merger (if other than Mariner) assumes all the obligations of Mariner under the Notes, the Indenture and any Registration Rights Agreement (as defined in the Indenture) pursuant to a supplemental indenture and other agreements reasonably satisfactory to the Trustee; and

     WHEREAS, immediately prior to the effectiveness of this Third Supplemental Indenture, Mariner has merged with and into the Company, with the Company being the surviving entity of such merger; and

     WHEREAS, pursuant to Section 4.1 of the Indenture, the Company desires to assume all the obligations of Mariner under the Notes and the Indenture pursuant to this Third Supplemental Indenture; and

     WHEREAS, Section 4.1 of the Indenture provides that a corporate co-issuer of the Notes will be added to the Indenture by agreements reasonably satisfactory to the Trustee in the event that the Company is not a corporation; and

     WHEREAS, pursuant to Section 4.1 of the Indenture, Co-Issuer desires to assume all the obligations of a co-issuer under the Notes and the Indenture pursuant to this Third Supplemental Indenture; and

     WHEREAS, pursuant to Section 9.1 of the Indenture, the Trustee and the Company are authorized to execute and deliver this Third Supplemental Indenture without consent of any Holder (as defined in the Indenture); and

     WHEREAS, the execution and delivery of this Third Supplemental Indenture has been duly authorized by the parties hereto, and all other acts necessary to make this Third Supplemental Indenture a valid and binding supplement to the Indenture effectively amending the Indenture as set forth herein have been duly taken; and

     NOW, THEREFORE, in consideration of the premises, agreements and obligations set forth herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree, for the equal and proportionate benefit of all Holders (as defined in the Indenture) of the Notes, as follows:

ARTICLE 1
Relation to Indenture; Definitions

     SECTION 1.01. Relation to Indenture.

     With respect to the Notes, this Third Supplemental Indenture constitutes an integral part of the Indenture.

     SECTION 1.02. Definitions.

     For all purposes of this Third Supplemental Indenture, except as otherwise expressly provided herein, capitalized terms used herein and not otherwise defined herein shall have the meanings assigned thereto in the Indenture.

     SECTION 1.03. General References.

     All references in this Third Supplemental Indenture to Articles and Sections, unless otherwise specified, refer to the corresponding Articles and Sections of this Third Supplemental Indenture; and the terms “herein”, “hereof”, “hereunder” and any other word of similar import refers to this Third Supplemental Indenture.

ARTICLE 2
Assumption of Obligations

     SECTION 2.01. Assumption of Obligations.

     Pursuant to Section 4.1 of the Indenture, the Issuers hereby assume all the obligations of Mariner under the Notes and the Indenture.

ARTICLE 3
Miscellaneous

     SECTION 3.01. Certain Trustee Matters.

     The recitals contained herein shall be taken as the statements of the Issuers and the Guarantors, and the Trustee assumes no responsibility for their correctness.

     The Trustee makes no representations as to the validity or sufficiency of this Third Supplemental Indenture or the proper authorization or due execution thereof by the Issuers or the Guarantors.

     SECTION 3.02. Continued Effect.

     Except as expressly supplemented and amended by this Third Supplemental Indenture, the Indenture (as supplemented and amended to date) shall continue in full force and effect in accordance with the provisions thereof, and the Indenture (as so supplemented and amended, and as further supplemented and amended by this Third Supplemental Indenture) is in all respects hereby ratified and confirmed. This Third Supplemental Indenture and all its provisions shall be deemed a part of the Indenture in the manner and to the extent herein and therein provided.

     SECTION 3.03. Governing Law.

     This Third Supplemental Indenture shall be governed by, and construed in accordance with, the laws of the State of New York.

     SECTION 3.04. Counterparts.

     This instrument may be executed in any number of counterparts, each of which shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument.

(Signature Pages Follow)

     IN WITNESS WHEREOF, the parties hereto have caused this Third Supplemental Indenture to be duly executed and delivered, all as of the day and year first above written.

SIGNATURE PAGE TO SUPPLEMENTAL INDENTURE

SIGNATURE PAGE TO SUPPLEMENTAL INDENTURE

SIGNATURE PAGE TO SUPPLEMENTAL INDENTURE

Exhibit 4.7

APACHE DEEPWATER LLC

(formerly named ZMZ Acquisitions LLC)

as the Company,

APACHE MEI FINANCE, INC.,

as Co-Issuer,

the Guarantor parties named herein

and

WELLS FARGO BANK, N. A.,

as the Trustee

FOURTH SUPPLEMENTAL INDENTURE

Dated as of November 10, 2010

to

INDENTURE

Dated as of June 10, 2009

11-3/4% Senior Notes due 2016

TABLE OF CONTENTS

			Page
ARTICLE 1 Relation to Indenture; Definitions			2
SECTION 1.01. Relation to Indenture			2
SECTION 1.02. Definitions			2
SECTION 1.03. General References			2
ARTICLE 2 Assumption of Obligations			2
SECTION 2.01. Assumption of Obligations			2
ARTICLE 3 Miscellaneous			2
SECTION 3.01. Certain Trustee Matters			2
SECTION 3.02. Continued Effect			2
SECTION 3.03. Governing Law			3
SECTION 3.04. Counterparts			3

     FOURTH SUPPLEMENTAL INDENTURE, dated as of November 10, 2010 (this “Fourth Supplemental Indenture”) between APACHE DEEPWATER LLC, a Delaware limited liability company (formerly named ZMZ Acquisitions LLC) (the “Company”), APACHE MEI FINANCE, INC., a Delaware corporation (the “Co-Issuer” and, together with the Company, the “Issuers”), the GUARANTORS (as defined in the Indenture referred to herein) and WELLS FARGO BANK, N. A., as trustee under the Indenture referred to herein (in such capacity, the “Trustee”).

RECITALS

     WHEREAS, Mariner Energy, Inc., a Delaware corporation (“Mariner”), the Guarantors and the Trustee are parties to an Indenture, dated as of June 10, 2009 (the “Base Indenture”), as supplemented by the First Supplemental Indenture thereto dated as of June 10, 2009 (the “First Supplemental Indenture”) and the Second Supplemental Indenture thereto dated as of February 10, 2010 (the “Second Supplemental Indenture”) and the Third Supplemental Indenture thereto dated as of May 20, 2010 (the “Third Supplemental Indenture”), providing for the issuance of Mariner’s 11-3/4% Senior Notes due 2016 (the “Notes”) (such Base Indenture, as amended and supplemented from time to time (including without limitation pursuant to the First Supplemental Indenture, the Second Supplemental Indenture, the Third Supplemental Indenture and this Fourth Supplemental Indenture), being referred to herein as the “Indenture”); and

     WHEREAS, Section 5.01 of the First Supplemental Indenture provides that Mariner will not, directly or indirectly, merge with or into another Person (as defined in the Indenture) unless, inter alia, the Person surviving any such merger (if other than Mariner) assumes all the obligations of Mariner under the Notes, the Base Indenture with respect to the Notes and the First Supplemental Indenture pursuant to a supplemental indenture and other agreements reasonably satisfactory to the Trustee; and

     WHEREAS, immediately prior to the effectiveness of this Fourth Supplemental Indenture, Mariner has merged with and into the Company, with the Company being the surviving entity of such merger; and

     WHEREAS, pursuant to Section 5.01 of the First Supplemental Indenture, the Company desires to assume all the obligations of Mariner under the Notes, the Base Indenture with respect to the Notes and the First Supplemental Indenture pursuant to this Fourth Supplemental Indenture; and

     WHEREAS, Section 5.01 of the Base Indenture provides that a corporate co-issuer of the Notes will be added to the Indenture by agreements reasonably satisfactory to the Trustee in the event that the Company is not a corporation; and

     WHEREAS, pursuant to Section 5.01 of the First Supplemental Indenture, Co-Issuer desires to assume all the obligations of a co-issuer under the Notes, the Base Indenture with respect to the Notes and the First Supplemental Indenture pursuant to this Fourth Supplemental Indenture; and

     WHEREAS, pursuant to Section 9.01 of the First Supplemental Indenture, the Trustee and the Company are authorized to execute and deliver this Fourth Supplemental Indenture without consent of any Holder (as defined in the Indenture); and

     WHEREAS, the execution and delivery of this Fourth Supplemental Indenture has been duly authorized by the parties hereto, and all other acts necessary to make this Fourth Supplemental Indenture a valid and binding supplement to the Indenture effectively amending the Indenture as set forth herein have been duly taken; and

     NOW, THEREFORE, in consideration of the premises, agreements and obligations set forth herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby

acknowledged, the parties hereto hereby agree, for the equal and proportionate benefit of all Holders (as defined in the Indenture) of the Notes, as follows:

ARTICLE 1
Relation to Indenture; Definitions

     SECTION 1.01. Relation to Indenture.

     With respect to the Notes, this Fourth Supplemental Indenture constitutes an integral part of the Indenture.

     SECTION 1.02. Definitions.

     For all purposes of this Fourth Supplemental Indenture, except as otherwise expressly provided herein, capitalized terms used herein and not otherwise defined herein shall have the meanings assigned thereto in the Indenture.

     SECTION 1.03. General References.

     All references in this Fourth Supplemental Indenture to Articles and Sections, unless otherwise specified, refer to the corresponding Articles and Sections of this Fourth Supplemental Indenture; and the terms “herein”, “hereof”, “hereunder” and any other word of similar import refers to this Fourth Supplemental Indenture.

ARTICLE 2
Assumption of Obligations

     SECTION 2.01. Assumption of Obligations.

     Pursuant to Section 5.01 of the First Supplemental Indenture, the Issuers hereby assume all the obligations of Mariner under the Notes, the Base Indenture with respect to the Notes and the First Supplemental Indenture.

ARTICLE 3
Miscellaneous

     SECTION 3.01. Certain Trustee Matters.

     The recitals contained herein shall be taken as the statements of the Issuers and the Guarantors, and the Trustee assumes no responsibility for their correctness.

     The Trustee makes no representations as to the validity or sufficiency of this Fourth Supplemental Indenture or the proper authorization or due execution thereof by the Issuers or the Guarantors.

     SECTION 3.02. Continued Effect.

     Except as expressly supplemented and amended by this Fourth Supplemental Indenture, the Indenture (as supplemented and amended to date) shall continue in full force and effect in accordance with the provisions thereof, and the Indenture (as so supplemented and amended, and as further supplemented and amended by this Fourth Supplemental Indenture) is in all respects hereby ratified and confirmed. This Fourth Supplemental Indenture and all its provisions shall be deemed a part of the Indenture in the manner and to the extent herein and therein provided.

     SECTION 3.03. Governing Law.

     This Fourth Supplemental Indenture shall be governed by, and construed in accordance with, the laws of the State of New York.

     SECTION 3.04. Counterparts.

     This instrument may be executed in any number of counterparts, each of which shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument.

(Signature Pages Follow)

     IN WITNESS WHEREOF, the parties hereto have caused this Fourth Supplemental Indenture to be duly executed and delivered, all as of the day and year first above written.

SIGNATURE PAGE TO SUPPLEMENTAL INDENTURE

Exhibit 4.8

APACHE DEEPWATER LLC

(formerly named ZMZ Acquisitions LLC)

as the Company,

APACHE MEI FINANCE, INC.,

as Co-Issuer,

the Guarantor parties named herein

and

WELLS FARGO BANK, N. A.,

as the Trustee

THIRD SUPPLEMENTAL INDENTURE

Dated as of November 10, 2010

to

INDENTURE

Dated as of April 30, 2007

8% Senior Notes due 2017

		Page
ARTICLE 1 Relation to Indenture; Definitions			2
SECTION 1.01. Relation to Indenture			2
SECTION 1.02. Definitions			2
SECTION 1.03. General References			2
ARTICLE 2 Assumption of Obligations			2
SECTION 2.01. Assumption of Obligations			2
ARTICLE 3 Miscellaneous			2
SECTION 3.01. Certain Trustee Matters			2
SECTION 3.02. Continued Effect			2
SECTION 3.03. Governing Law			2
SECTION 3.04. Counterparts			3

     THIRD SUPPLEMENTAL INDENTURE, dated as of November 10, 2010 (this “ Third Supplemental Indenture”) between APACHE DEEPWATER LLC, a Delaware limited liability company (formerly named ZMZ Acquisitions LLC) (the “ Company”), APACHE MEI FINANCE, INC., a Delaware corporation (the “ Co-Issuer” and, together with the Company, the “ Issuers”), the GUARANTORS (as defined in the Indenture referred to herein) and WELLS FARGO BANK, N. A., as trustee under the Indenture referred to herein (in such capacity, the “ Trustee”).

RECITALS

     WHEREAS, Mariner Energy, Inc., a Delaware corporation (“ Mariner”), the Guarantors and the Trustee are parties to an Indenture, dated as of April 30, 2007 (the “ Base Indenture”), providing for the issuance of Mariner’s 8% Senior Notes due 2017 (the “ Notes”) (such Base Indenture, as amended and supplemented from time to time (including without limitation pursuant to this Third Supplemental Indenture), being referred to herein as the “ Indenture”); and

     WHEREAS, Section 4.1 of the Indenture provides that Mariner will not, directly or indirectly, merge with or into another Person (as defined in the Indenture) unless, inter alia, the Person surviving any such merger (if other than Mariner) assumes all the obligations of Mariner under the Notes, the Indenture and any Registration Rights Agreement (as defined in the Indenture) pursuant to a supplemental indenture and other agreements reasonably satisfactory to the Trustee; and

     WHEREAS, immediately prior to the effectiveness of this Third Supplemental Indenture, Mariner has merged with and into the Company, with the Company being the surviving entity of such merger; and

     WHEREAS, pursuant to Section 4.1 of the Indenture, the Company desires to assume all the obligations of Mariner under the Notes and the Indenture pursuant to this Third Supplemental Indenture; and

     WHEREAS, Section 4.1 of the Indenture provides that a corporate co-issuer of the Notes will be added to the Indenture by agreements reasonably satisfactory to the Trustee in the event that the Company is not a corporation; and

     WHEREAS, pursuant to Section 4.1 of the Indenture, Co-Issuer desires to assume all the obligations of a co-issuer under the Notes and the Indenture pursuant to this Third Supplemental Indenture; and

     WHEREAS, pursuant to Section 9.1 of the Indenture, the Trustee and the Company are authorized to execute and deliver this Third Supplemental Indenture without consent of any Holder (as defined in the Indenture); and

     WHEREAS, the execution and delivery of this Third Supplemental Indenture has been duly authorized by the parties hereto, and all other acts necessary to make this Third Supplemental Indenture a valid and binding supplement to the Indenture effectively amending the Indenture as set forth herein have been duly taken; and

     NOW, THEREFORE, in consideration of the premises, agreements and obligations set forth herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree, for the equal and proportionate benefit of all Holders (as defined in the Indenture) of the Notes, as follows:

ARTICLE 1
Relation to Indenture; Definitions

     SECTION 1.01. Relation to Indenture.

     With respect to the Notes, this Third Supplemental Indenture constitutes an integral part of the Indenture.

     SECTION 1.02. Definitions.

     For all purposes of this Third Supplemental Indenture, except as otherwise expressly provided herein, capitalized terms used herein and not otherwise defined herein shall have the meanings assigned thereto in the Indenture.

     SECTION 1.03. General References.

     All references in this Third Supplemental Indenture to Articles and Sections, unless otherwise specified, refer to the corresponding Articles and Sections of this Third Supplemental Indenture; and the terms “herein”, “hereof”, “hereunder” and any other word of similar import refers to this Third Supplemental Indenture.

ARTICLE 2
Assumption of Obligations

     SECTION 2.01. Assumption of Obligations.

     Pursuant to Section 4.1 of the Indenture, the Issuers hereby assume all the obligations of Mariner under the Notes and the Indenture.

ARTICLE 3
Miscellaneous

     SECTION 3.01. Certain Trustee Matters.

     The recitals contained herein shall be taken as the statements of the Issuers and the Guarantors, and the Trustee assumes no responsibility for their correctness.

     The Trustee makes no representations as to the validity or sufficiency of this Third Supplemental Indenture or the proper authorization or due execution thereof by the Issuers or the Guarantors.

     SECTION 3.02. Continued Effect.

     Except as expressly supplemented and amended by this Third Supplemental Indenture, the Indenture (as supplemented and amended to date) shall continue in full force and effect in accordance with the provisions thereof, and the Indenture (as so supplemented and amended, and as further supplemented and amended by this Third Supplemental Indenture) is in all respects hereby ratified and confirmed. This Third Supplemental Indenture and all its provisions shall be deemed a part of the Indenture in the manner and to the extent herein and therein provided.

     SECTION 3.03. Governing Law.

     This Third Supplemental Indenture shall be governed by, and construed in accordance with, the laws of the State of New York.

     SECTION 3.04. Counterparts.

     This instrument may be executed in any number of counterparts, each of which shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument.

(Signature Pages Follow)

     IN WITNESS WHEREOF, the parties hereto have caused this Third Supplemental Indenture to be duly executed and delivered, all as of the day and year first above written.

SIGNATURE PAGE TO SUPPLEMENTAL INDENTURE

SIGNATURE PAGE TO SUPPLEMENTAL INDENTURE

SIGNATURE PAGE TO SUPPLEMENTAL INDENTURE

Exhibit 99.1

CONTACTS:
Media:		Bill Mintz		(713) 296-7276
		Robert Dye		(713) 296-6662
Investor:		Tom Chambers		(713) 296-6685
		Rob Rayphole		(713) 296-6160
Website:		www.apachecorp.com

APACHE COMPLETES MERGER WITH MARINER ENERGY

     Houston, Nov. 10, 2010 — Apache Corporation (NYSE, Nasdaq: APA) today announced that it has completed its merger with Mariner Energy (NYSE: ME).

     The merger closed today following its approval by Mariner’s stockholders and subsequent completion of documentation. Apache issued approximately 17.5 million shares of its common stock and paid approximately $800 million in cash to Mariner stockholders. Apache also assumed Mariner’s debt with current fair value of approximately $1.6 billion. As a result of the merger, former Mariner stockholders own approximately 5 percent of Apache’s outstanding shares of common stock.

     At a special meeting, 79.1 percent of Mariner’s stockholders voted to approve the merger.

     Under the merger agreement, Mariner stockholders had the option to elect to receive consideration consisting of cash, shares of Apache common stock or a combination of both in exchange for their shares of Mariner common stock, subject to a proration feature. Mariner stockholders electing to receive a mix of cash and stock consideration and non-electing stockholders will receive $7.80 in cash and 0.17043 shares of Apache common stock in exchange for each share of Mariner common stock. Subject to proration, Mariner stockholders electing to receive all cash will receive $26.00 in cash per Mariner share and Mariner stockholders electing to receive only Apache common stock will receive 0.24347 shares of Apache common stock in exchange for each share of Mariner common stock. Trading in Mariner’s common stock on the New York Stock Exchange will cease after market close today.

     “The Mariner merger — along with our $7 billion acquisition of BP’s upstream operating regions in the Permian Basin, Canada and Egypt and our earlier $1 billion acquisition of Devon’s Gulf of Mexico

Shelf assets — will provide Apache with a rich inventory of growth and value-enhancement opportunities for years to come,” said G. Steven Farris, Apache’s chairman and chief executive officer.

     At year-end 2009, Mariner had estimated proved reserves of 181 million barrels of oil equivalent (boe) (47 percent liquid hydrocarbons) in the Gulf Shelf and deepwater, onshore Gulf Coast, Permian Basin and unconventional onshore plays, as well as unbooked resource potential of 2 billion boe. Mariner’s deepwater portfolio includes 125 blocks, seven discoveries in development — including interests in the world-class Lucius and Heidelberg discoveries — and more than 50 prospects. During the third quarter, Mariner produced 51,348 boe per day.

     “Apache’s team — including new hands from Mariner, BP and Devon — is looking forward to tackling the enlarged opportunity base that these assets bring to three core regions in our portfolio,” Farris said. “The Mariner merger also adds a new dimension to our portfolio — deepwater oil exploration.

     “Apache has a truly unique culture, with a strong sense of urgency, the empowerment of our employees, and an independent mindset; it’s at the heart of how we build value,” Farris said. “Apache’s sense of urgency was a factor in our team’s ability to attain seven of the 13 new drilling permits approved by federal regulators for all operators since June.”

     Apache Corporation is an oil and gas exploration and production company with operations in the United States, Canada, Egypt, the United Kingdom North Sea, Australia and Argentina. Apache posts announcements, updates, investor information and all press releases, on its website, www.apachecorp.com.

-end-

Forward-Looking Statements

     This news release contains certain “forward-looking statements” within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995 including, without limitation, expectations, beliefs, plans and objectives regarding production and exploration activities. Any matters that are not historical facts are forward-looking and, accordingly, involve estimates, assumptions, risks and uncertainties, including, without limitation, risks, uncertainties and other factors

discussed in our most recently filed Annual Report on Form 10-K, recent Quarterly Reports on Form 10-Q, recent Current Reports on Form 8-K available on our website, http://www.apachecorp.com/, and in our other public filings and press releases. There is no assurance that Apache’s expectations will be realized, and actual results may differ materially from those expressed in the forward-looking statements. We assume no duty to update these statements as of any future date. However, readers should review carefully reports and documents that Apache files periodically with the Securities and Exchange Commission.