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[FORM OF DEBT SECURITY]
EXHIBIT 4.2
THIS NOTE IS A GLOBAL NOTE. UNLESS THIS NOTE IS PRESENTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (THE "DEPOSITORY ") TO
THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND
ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY (AND ANY PAYMENT IS
MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED
OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
REGISTERED PRINCIPAL AMOUNT
No: 1 $
CUSIP: Apache Finance Pty Ltd
% NOTE DUE
APACHE FINANCE PTY LTD (A.C.N. 080 571 900), a proprietary company
with limited liability organized under the laws of the Australian Capital
Territory, Australia (the "Company", which term includes any successor
corporation under the Indenture hereinafter referred to), for value received
hereby promises to pay to CEDE & CO., or registered assigns, the principal sum
of Dollars on ("Stated
Maturity") and to pay interest thereon from ,1997 or from the
most recent date in respect of which interest has been paid or duly provided
for, on and of each year (each, an "Interest Payment
Date"), commencing
, 1998, and at Stated Maturity or upon such other date on which the
principal of this Note becomes due and payable, whether by declaration of
acceleration, notice of redemption or notice of option to elect repayment or
otherwise, and including any Redemption Date or Change in Control Purchase Date
(each such date, "Maturity"), at the rate of % per annum, until the
principal hereof is paid or duly made available for payment. The interest so
payable, and punctually paid or duly provided for, on any Interest Payment Date
will, as provided in the Indenture referred to below, be paid to the Person in
whose name this Note (or one or more Predecessor Securities) is registered
as of the close of business on or , as the case
may be (whether or not a Business Day), next preceding such Interest Payment
Date (each such date, a "Regular Record Date"). Any such interest which is
payable, but is not punctually paid or duly provided for, on any Interest
Payment Date shall forthwith cease to be payable to the Holder of this
Note on such Regular Record Date, and shall be paid to the Person in whose
name this Note (or one or more Predecessor Securities) is registered at
the close of business on a Special Record Date for the payment of such
defaulted interest to be fixed by the Trustee, notice whereof shall be given to
the Holder of this Note not less than 10 days prior to such Special Record
Date, or may be paid in any other lawful manner not inconsistent with the
requirements of any securities exchange on which the Notes may be listed,
and upon such notice as may be required by such exchange, all as more fully
provided in the Indenture. Any interest paid on this Note shall be
increased to the extent necessary to pay Additional Amounts as set forth in
this Note.
Payment of the principal of, and any premium and interest on, this
Note will be made at the office or agency maintained for that purpose in
the Borough of Manhattan, The City of New York, in such coin or currency of the
United States of America as at the time of payment is legal tender for payment
of public and private debts; provided, however, that payment of interest may be
made at the option of the Company by check mailed to the Person in whose name
this Note is registered at the close of business on the related Record
Date; provided further, that, notwithstanding anything else contained herein,
if this Note is a Global Security and is held in book-entry form through
the facilities of the Depository, payments on this Note will be made to
the Depository or its nominee in accordance with the arrangements then in
effect between the Trustee and the Depository.
Reference is hereby made to the further provisions of this Note
set forth on the succeeding pages hereof, which further provisions shall for
all purposes have the same effect as if set forth herein.
CERTIFICATE OF AUTHENTICATION
This is one of the Securities of the series designated herein,
referred to in the within-mentioned Indenture.
The Chase Manhattan Bank, as Trustee
By:
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Authorized Officer
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APACHE FINANCE PTY LTD
% NOTE DUE
This Note is one of a duly authorized issue of Securities of the
Company issued under an Indenture, dated as of , 1997 (the
"Indenture"), among the Company, Apache Corporation (the "Guarantor") and The
Chase Manhattan Bank (the "Trustee", which term includes any successor trustee
under the Indenture), designated as the % Notes due (the
"Notes"). Reference is made to the Indenture for a statement of the
respective rights, limitations of rights, duties and immunities thereunder of
the Company, the Guarantor, the Trustee and the Holders of the Notes and
of the terms upon which the Notes are, and are to be, authenticated and
delivered. All terms used in this Note and the Guarantee set forth below
which are not defined herein and which are defined in the Indenture shall have
the meanings assigned to them in the Indenture.
The Indenture provides for the defeasance of the Notes, the
Guarantees and certain covenants in certain circumstances.
This Note is unsecured as to payment of principal, interest and
premium, if any, and ranks pari passu with all other unsecured unsubordinated
indebtedness of the Company.
Interest payments on this Note will include interest accrued to
but excluding the applicable Interest Payment Date or Maturity hereof, as the
case may be. Interest payments for this Note shall be computed and paid
on the basis of a 360-day year of twelve 30-day months.
In the case where the applicable Interest Payment Date or Maturity
with respect hereto, as the case may be, does not fall on a Business Day,
payment of principal or interest otherwise payable on such day need not be made
on such day, but may be made on the next succeeding Business Day with the same
force and effect as if made on the Interest Payment Date or at Maturity and no
interest shall accrue with respect to such payment for the period from and
after the Interest Payment Date or such Maturity, as the case may be, to the
date of payment.
The Notes will not be subject to any sinking fund and, except as
provided in the Indenture or herein, will not be redeemable or repayable prior
to their Stated Maturity.
If any Event of Default with respect to the Notes shall occur and
be continuing, the principal of the Notes may be declared due and payable
in the manner and with the effect provided in the Indenture.
As set forth in, and subject to the provisions of, the Indenture, no
Holder of any Note will have any right to institute any proceeding with
respect to the Indenture, the Notes or the Guarantees, or for any remedy
thereunder, unless (i) such Holder shall have previously given to the Trustee
written notice of a continuing Event of Default with respect to the Notes,
(ii) the Holders of not less than 25% in principal amount of the Outstanding
Notes shall have made written request, and offered reasonable indemnity,
to the Trustee to institute such proceeding as Trustee, (iii) the Trustee shall
have failed to institute such proceeding within 60 days after receipt of such
written notice, request and offer of indemnity and (iv) the Trustee shall not
have received from the Holders of a majority in principal amount of the
Outstanding Notes a direction inconsistent with such request within such
60 day period; provided, however, that such limitations do not apply to a suit
instituted by the Holder hereof for the enforcement of payment of the principal
of and premium, if any, or any interest on this Note on or after the
respective due dates expressed herein or to require the purchase of its
Notes by the Company upon the occurrence of a Change in Control in
accordance with the Indenture.
The Indenture permits, with certain exceptions as therein provided,
the amendment thereof and the modification of the rights and obligations of the
Company and the Guarantor and the rights of the Holders of the Securities of
each series thereunder to be affected under the Indenture at any time by the
Company and the Trustee with the consent of the Holders of not less than
66-2/3% in aggregate principal amount of such Securities then Outstanding of
each series to be affected. The Indenture also contains provisions permitting
the Holders of a percentage of not less than a majority in principal amount of
the Securities of each series thereunder at the time Outstanding, on behalf of
the Holders of all Securities of such series, to waive compliance by the Company
with certain restrictive provisions of the Indenture and certain past defaults
under the Indenture and their consequences. Any such consent or waiver by the
Holder of this Note shall be conclusive and binding upon such Holder and upon
all future Holders of any Note issued upon the registration of transfer hereof
or in exchange for or in lieu hereof, whether or not notation of such consent or
waiver is made upon this Note. Notwithstanding the foregoing, no consent of
Holders shall be required to advance the Stated Maturity of the Notes as
provided herein.
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No reference to the Indenture and no provision of this Note or of
the Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the principal of and premium, if any, and
any interest on this Note at the times, places and rate, and in the coin
or currency, herein prescribed.
The Notes are issuable only in fully registered form in
denominations of $1,000 and integral multiples in excess thereof. As provided
in the Indenture and subject to certain limitations therein set forth, this
Note is exchangeable for a like aggregate principal amount of Notes
of this series and of like tenor of any authorized denomination, as requested
by the Holder surrendering the same. As provided in the Indenture and subject
to certain limitations therein set forth, the transfer of this Note is
registrable in the Security Register, upon surrender of this Note for
registration of transfer at the office or agency of the Company in any place
where the principal of and premium, if any, and any interest on this Note
are payable or at such other offices or agencies as the Company may designate,
duly endorsed by, or accompanied by a written instrument of transfer in form
satisfactory to, the Company and the Security Registrar or any transfer agent
duly executed by the registered owner hereof or his attorney duly authorized in
writing, and thereupon one or more new Notes of this series and of like
tenor, of authorized denominations and for the same aggregate principal amount
and Stated Maturity will be issued to the designated transferee or transferees.
The Notes will be redeemable as a whole or in part, at the option
of the Company at any time, at a redemption price equal to the greater of (i)
100% of their principal amount or (ii) the sum of the present values of the
remaining scheduled payments of principal and interest thereon discounted to
the Redemption Date on a semiannual basis (assuming a 360-day year consisting
of twelve 30-day months) at the Treasury Yield, plus basis
points, plus in each case accrued interest on the principal amount being
redeemed to the Redemption Date.
"Treasury Yield" means, with respect to any Redemption Date, the rate
per annum equal to the semiannual equivalent yield to maturity of the
Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue
(expressed as a percentage of its principal amount) equal to the Comparable
Treasury Price for such Redemption Date.
"Comparable Treasury Issue" means the United States Treasury security
selected by an Independent Investment Banker as having a maturity comparable to
the remaining term to Stated Maturity of the Notes that would be utilized,
at the time of selection and in accordance with customary financial practice,
in pricing new issues of corporate debt securities of comparable maturity to
the remaining term to Stated Maturity of the Notes. "Independent
Investment Banker" means or, if such
firm is unwilling or unable to select the Comparable Treasury Issue, an
independent investment banking institution of national standing appointed by
the Trustee.
"Comparable Treasury Price" means, with respect to any Redemption
Date, (i) the average of five Reference Treasury Dealer Quotations for such
Redemption Date, after excluding the highest and lowest such Reference Treasury
Dealer Quotations, or (ii) if the Trustee obtains fewer than five such
Reference Treasury Dealer Quotations, the average of all such Quotations.
"Reference Treasury Dealer Quotations" means, with respect to each Reference
Treasury Dealer and any Redemption Date, the average, as determined by the
Trustee, of the bid and asked prices for the Comparable Treasury Issue
(expressed in each case as a percentage of its principal amount) quoted in
writing to the Trustee by such Reference Treasury Dealer at 5:00 p.m. on the
third Business Day preceding such Redemption Date.
"Reference Treasury Dealer" means each of
, and their respective successors;
provided however, that if any of the foregoing shall cease to be a primary U.S.
Government securities dealer in New York City (a "Primary Treasury Dealer"),
the Company shall substitute therefor another Primary Treasury Dealer.
If as a result of any change in or any amendment to the laws,
regulations or published tax rulings of the "applicable taxing jurisdiction"
(as hereinafter defined) affecting taxation, or any change in the official
administration, application or interpretation of such laws, regulations or
published tax rulings either generally or in relation to the Notes, which
change or amendment becomes effective on or after the original issue date of
the Notes or which change in official administration, application or
interpretation shall not have been available to the public prior to such issue
date, it is determined by the Company that (a) the Company would be required to
pay any Additional Amounts pursuant to the Indenture or the terms of the
Notes in respect of interest on the next succeeding Interest Payment Date
and (b) such obligation cannot be avoided by the Company or the Guarantor
taking reasonable measures available to it, the Company may, at its option,
redeem all (but not less than all) the Notes upon not less than 30 nor
more than 60 days' written notice as provided in the Indenture, at a Redemption
Price equal to 100% of the principal amount thereof plus accrued interest to
the date fixed for redemption; provided, however, that (a) no such notice of
redemption may be given earlier than 60 days prior to the earliest date on
which the Company would be obligated to pay such Additional Amounts were a
payment then due in respect of the Notes, and (b) at the time any such
redemption notice is given, such obligation to pay such Additional Amounts must
remain in effect. If (a) the Company shall have on any date (the
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"Succession Date") consolidated with or merged into, or conveyed or transferred
or leased its properties and assets as an entirety or substantially as an
entirety to, any Successor which is organized under the laws of any
jurisdiction other than the United States of America, any State thereof or the
District of Columbia or the jurisdiction in which the Company is organized, (b)
as result of any change in or any amendment to the laws, regulations or
published tax rulings of such jurisdiction or organization, or of any political
subdivision or taxing authority thereof or therein, affecting taxation, or any
change in the official administration, application or interpretation of such
laws, regulations or published tax rulings either generally or in relation to
the Notes, which change or amendment becomes effective on or after the
Succession Date or which change in official administration, application or
interpretation shall not have been available to the public prior to such
Succession Date and is notified to the Company, such Successor would be
required to pay any Successor Additional Amounts pursuant to the Indenture or
the terms of the Notes in respect of interest on any Notes on the
next succeeding Interest Payment Date and (c) such obligation cannot be avoided
by the Company or such Successor taking reasonable measures available to it,
such Company or Successor may at its option, redeem all (but not less than all)
of the Notes, upon not less than 30 nor more than 60 days' written notice
as provided in the Indenture, at a Redemption Price equal to 100% of the
principal amount thereof plus accrued interest to the date fixed for
redemption; provided however, that (a) no such notice of redemption may be
given earlier than 60 days prior to the earliest date on which a Successor
would be obligated to pay such Successor Additional Amounts were a payment then
due in respect of the Notes, and (b) at the time any such redemption
notice is given, such obligation to pay such Successor Additional Amounts must
remain in effect.
Holders of Notes to be redeemed will receive notice thereof by
first-class mail at least 30 and not more than 60 days prior to the Redemption
Date, as provided in the Indenture.
Unless the Company defaults in payment of the redemption price, on and
after the redemption date interest will cease to accrue on the Notes or
portions thereof called for redemption.
All payments of, or in respect of, principal of and any premium and
interest on this Note shall be made without withholding or deduction for,
or on account of, any present or future taxes, duties, levies, assessments or
governmental charges of whatever nature imposed or levied by or on behalf of
the jurisdiction (or any political subdivision or taxing authority thereof or
therein) in which the Company is incorporated or resident (or deemed for tax
purposes to be resident) (the "applicable taxing jurisdiction"), unless such
taxes, duties, levies, assessments or governmental charges are required by the
applicable taxing jurisdiction or any such subdivision or authority to be
withheld or deducted. In that event, the Company will pay by way of additional
interest such additional amounts of, or in respect of, principal of and any
premium and interest ("Additional Amounts") as will result (after deduction of
such taxes, duties, levies, assessments or governmental charges and any
additional taxes, duties, levies, assessments or governmental charges payable
in respect of such Additional Amounts) in the payment to the Holder of this
Note of the amounts which would have been payable in respect of this
Note had no such withholding or deduction been required, except that no
Additional Amounts shall be so payable for or on account of:
(a) any tax, duty, xxxx, assessment or other governmental charge which
would not have been imposed but for the fact that such Xxxxxx:
(i) was a resident, domiciliary or national of, or engaged in
business or maintained a permanent establishment or was physically
present in, the applicable taxing jurisdiction or otherwise had some
connection with the applicable taxing jurisdiction other than the mere
ownership of this Note;
(ii) presented (if presentation is required) this Note for
payment in the applicable taxing jurisdiction, unless this Note
could not have been presented for payment elsewhere;
(iii) presented (if presentation is required) this Note as the
case may be, more than 30 days after the date on which the payment in
respect of this Note first became due and payable or provided
for, whichever is later, except to the extent that the Holder would
have been entitled to such Additional Amounts; if it had presented
such Note for payment on any days within such period of 30 days;
(iv) directly or indirectly is taken to be an associate of the
Company (as "associate" is defined in Division 16F of the Income Tax
Assessment Act 1936 of the Commonwealth of Australia (the "Tax Act")
(but on the basis that sub paragraphs 159GZC(1)(a)(ii), (1)(b)(i) and
(1)(d)(i) of the Tax Act do not apply)); or
(v) entered into or participated in a scheme to avoid Australian
interest withholding tax, being a scheme which the Company was neither
a party to nor participated in, in respect of which the Australian
Commissioner of Taxation has made a determination that Australian
interest withholding tax is payable in respect of the amount.
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(b) any estate, inheritance, gift, sale, transfer, personal property or
similar tax, assessment or other governmental charge;
(c) any tax, assessment or other governmental charge which is payable
otherwise than by withholding or deduction from payments of, or in respect of,
principal of or any premium or interest on this Note;
(d) any tax, assessment or other governmental charge that is imposed or
withheld by reason of the failure to comply by the Holder or the beneficial
owner of this Note with a request of the Company addressed to the Holder
(i) to provide information concerning the nationality, residence or identity of
the Holder or such beneficial owner or (ii) to make any declaration or other
similar claim or satisfy any information or reporting requirement, which, in
the case of (i) or (ii), is required or imposed by a statute, treaty,
regulation or administrative practice of the applicable taxing jurisdiction as
a precondition to exemption from all or part of such tax, assessment or other
governmental charge; or
(e) any combination of items (a), (b), (c) and (d);
nor shall Additional Amounts be paid with respect to any payment of the
principal of or any premium or interest on this Note to any Holder who is
a fiduciary or partnership or other than the sole beneficial owner of such
payment to the extent such payment would be required by the laws of the
applicable taxing jurisdiction to be included in the income for tax purposes of
a beneficiary or settlor with respect to such fiduciary or a member of such
partnership or a beneficial owner who would not have been entitled to such
Additional Amounts had it been the Holder of this Note.
The payment of principal of, or any premium or interest on, or in
respect of, this Note shall be deemed to include the payment of Additional
Amounts provided for in the Indenture or herein to the extent that, in such
context, Additional Amounts are, were or would be payable in respect thereof
pursuant to the Indenture or this Note.
Subject to the terms and conditions of the Indenture, if any Change in
Control occurs prior to the Stated Maturity of the Notes, the Company
shall, at the option of the Holders thereof, purchase all Notes for which
a Change in Control Purchase Notice shall have been delivered as provided in
the Indenture and not withdrawn, by a date which shall be 35 Business Days
after the occurrence of such Change in Control, at a Change in Control Purchase
Price equal to 100% of the principal amount thereof plus accrued interest to
the Change in Control Purchase Date, which Change in Control Purchase Price
shall be paid in cash.
Holders have the right to withdraw any Change in Control Purchase
Notice by delivering to the paying agent a written notice of withdrawal in
accordance with the provisions of the Indenture.
If cash sufficient to pay the Change in Control Purchase Price of all
Notes or portions thereof to be purchased on the Change in Control
Purchase Date is deposited with the Trustee on the Change in Control Purchase
Date, interest shall cease to accrue on such Notes (or portions thereof)
and on and after the Change in Control Purchase Date the Holders thereof shall
have no other rights as such (other than the right to receive the Change in
Control Purchase Price upon surrender of such Notes).
Subject to the terms of the Indenture, prior to due presentment of
this Note for registration of transfer, the Company, the Guarantor, the
Trustee and any agent of the Company, the Guarantor or the Trustee may treat
the Person in whose name this Note is registered as the owner hereof for
all purposes, whether or not this Note is overdue, and neither the
Company, the Guarantor, the Trustee nor any such agent shall be affected by
notice to the contrary.
No service charge shall be made for any registration of transfer or
exchange of this Note, but, subject to certain limitations set forth in
the Indenture, the Company may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.
The Indenture and this Note shall be governed by and construed in
accordance with the laws of the State of New York.
This Note shall not be valid or become obligatory for any purpose
until the Trustee's Certificate of Authentication hereon shall have been
executed by the Trustee.
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IN WITNESS WHEREOF, APACHE FINANCE PTY LTD has caused this instrument
to be duly executed under its corporate seal.
APACHE FINANCE PTY LTD
[SEAL] BY
----------------------------
Name:
Title:
Attest:
BY
----------------------------
Name:
Title:
Date:
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GUARANTEE
For value received, Apache Corporation, a corporation organized under the
laws of the State of Delaware (herein called the "Guarantor," which term
includes any successor corporation under the Indenture referred to in the
Security upon which this Guarantee is endorsed), hereby irrevocably and
unconditionally guarantees to the Holder of the Security upon which this
Guarantee is endorsed and to the Trustee on behalf of the Trustee and such
Holder the due and punctual payment of the principal of and any premium and
interest on, and any Additional Amounts with respect to, such Security, and any
other amount due and payable pursuant to the terms of the Indenture or payments
referred to therein, when and as the same shall become due and payable, whether
at the Stated Maturity, by declaration of acceleration, call for redemption or
repurchase or otherwise, according to the terms of such Security and of the
Indenture referred to therein. In case of the failure of Apache Finance Pty
Ltd, a proprietary company with limited liability organized under the laws of
the Australian Capital Territory, Australia (herein called the "Company," which
term includes any successor corporation under such Indenture), punctually to
make any such payment of principal or any premium or interest on, or any
Additional Amounts with respect to such Security, the Guarantor hereby agrees
to cause any such payment to be made punctually when and as the same shall
become due and payable, whether at the Stated Maturity or by declaration of
acceleration, call for redemption or repurchase or otherwise, and as if such
payment were made by the Company.
The Guarantor hereby agrees that its obligations hereunder shall be as if
it were principal debtor and not merely surety, and shall be absolute and
unconditional, irrespective of, and shall be unaffected by, any invalidity,
irregularity or unenforceability of such Security or such Indenture, any
failure to enforce the provisions of such Security or such Indenture, or any
waiver, modification or indulgence granted to the Company with respect thereto,
by the Holder of such Security or the Trustee or any other circumstance which
may otherwise constitute a legal or equitable discharge of a surety or
guarantor. The Guarantor hereby waives the benefits of division and discussion,
diligence, presentment, demand of payment, filing of claims with a court in the
event of merger, insolvency or bankruptcy of the Company, any right to require
a proceeding first against the Company, protest or notice with respect to such
Security or the indebtedness evidenced thereby and all demands whatsoever, and
covenants that this Guarantee will not be discharged except by strict and
complete performance of the obligations contained in such Security and this
Guarantee. The Guarantor hereby agrees that, in the event of a default in
payment of principal or any premium or interest on, or any Additional Amounts
with respect to such Security, or default in any payment referred to therein,
legal proceedings may be instituted by the Trustee on behalf of, or by, the
Holder of such Security, on the terms and conditions set forth in the
Indenture, directly against the Guarantor to enforce this Guarantee without
first proceeding against the Company.
The Guarantor shall be subrogated to all rights of the Holder of such
Security and the Trustee against the Company in respect of any amounts paid to
such Holder by the Guarantor on account of such Security pursuant to the
provisions of this Guarantee or the Indenture; provided, however, that the
Guarantor shall not be entitled to enforce, or to receive any payments arising
out of or based upon, such right of subrogation until the principal of, and any
premium and interest on, and any Additional Amounts required with respect to
Securities issued under such Indenture shall have been paid in full.
No reference herein to such Indenture and no provision of this Guarantee
or of such Indenture shall alter or impair the guarantee of the Guarantor,
which is absolute and unconditional, of the due and punctual payment of
principal, premium (if any), and interest on and any Additional Amounts with
respect to the Security upon which this Guarantee is endorsed.
This Guarantee shall not be valid or obligatory for any purpose until the
certificate of authentication of the Security upon which this Guarantee is
endorsed shall have been manually executed by or on behalf of the Trustee under
such Indenture.
All terms used in this Guarantee which are defined in such Indenture shall
have the meanings assigned to them in such Indenture.
This Guarantee shall be deemed to be a contract made under the laws of the
State of New York, and for all purposes shall be governed by and construed in
accordance with the laws of the State of New York.
This Guarantee is an unsecured obligation of the Guarantor, and ranks pari
passu with all other unsubordinated indebtedness of the Guarantor.
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IN WITNESS WHEREOF, the Guarantor has caused this Guarantee to be duly
executed under its corporate seal and dated the date on the face hereof.
APACHE CORPORATION
[SEAL] BY
----------------------------
Name:
Title:
Attest:
BY
----------------------------
Name:
Title:
Date:
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ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto
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Please insert Social Security or other identifying number of assignee
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(please print or type name and address of assignee)
the within Security and all rights thereunder and does hereby irrevocably
constitute and appoint the aforesaid assignee attorney to transfer the within
Security on the books kept for registration thereof, with full power of
substitution in the premises.
Dated:
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In the presence of:
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NOTICE: The signature to this assignment must correspond with the name as it
appears upon the face of the within Security in every particular, without
alteration or enlargement or any change whatever. When assignment is made by a
guardian, trustee, executor or administrator, an officer of a corporation, or
anyone in a representative capacity, proof of his authority to act must
accompany the Security. The signature must be guaranteed by an Institution
which is a member of one of the following recognized signature Guarantee
Programs: (i) The Securities Transfer Agent Medallion Program (STAMP); (ii)
The New York Stock Exchange Medallion Program (MNSP); (iii) The Stock Exchange
Medallion Program (SEMP); or (iv) in such other guarantee program acceptable to
the Trustee.
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