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EXHIBIT 99.1
This , dated as of ______ __, 1995 (the
""), is among Apache Corporation, a Delaware corporation
(the "Company"), _______________ (the "Remarketing Agent") and _______(the
"Standby Remarketing Agent").
WHEREAS, the Company expects to issue $_________ aggregate
principal amount of its Remarketed Notes (the "Notes") under an Indenture,
dated as of ______ __, 1995 (the "Indenture"), between the Company and Chemical
Bank, as trustee (the "Trustee"), which Indenture has been duly qualified under
the Trust Indenture Act of 1939, as amended (the "1939 Act");
WHEREAS, the Company has filed with the Securities and
Exchange Commission (the "Commission") a shelf registration statement on Form
S-3 (No. 33-_____) under the Securities Act of 1933, as amended (the "1933
Act"), in connection with the offering of Debt Securities, including the Notes,
which registration statement was declared effective by order of the Commission
on ___ __, 1995, and, has filed such amendments thereto, such amended
prospectuses as may have been required to the date hereof and will file such
additional amendments thereto and such additional amended prospectuses as may
hereafter be required;
WHEREAS, the Notes were initially sold through [the
Remarketing Agent] pursuant to a distribution agreement dated _______, 1995
among First Chicago Capital Markets, Inc., Xxxxxx Brothers Inc. and X.X. Xxxxxx
Securities Inc. (the "Distribution Agreement");
WHEREAS, the Company intends by this Agreement to (a) appoint
the Remarketing Agent to act as remarketing agent with respect to the Notes for
the purpose of (i) setting the interest rate or rates and the Spread (if any)
and/or Spread Multiplier (if any) for such Notes, (ii) setting the Interest
Rate Period in certain circumstances, (iii) remarketing such Notes from time to
time on behalf of the Beneficial Owners thereof and (iv) accepting tendered
Notes for remarketing and receiving payment of the purchase price for Notes
subject to remarketing and paying Beneficial Owners on whose behalf such Notes
were remarketed and (b) appoint the Standby Remarketing Agent to act as standby
remarketing agent as provided herein; and
WHEREAS, the Remarketing Agent and the Standby Remarketing
Agent are willing to assume such duties on the terms and conditions expressly
set forth herein;
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NOW, THEREFORE, for and in consideration of the covenants
herein made, and subject to the conditions herein set forth, the parties hereto
agree as follows:
Section 1. Definitions. Capitalized terms used and not
defined in this Agreement shall have the meanings assigned to them in the
Distribution Agreement, the Indenture or the Notes. Unless the context
otherwise requires, references herein to the Remarketing Agent or the
Remarketing Agents shall include the Standby Remarketing Agent.
Section 2. Representations and Warranties. (a) The Company
represents and warrants to each of the Remarketing Agent and the Standby
Remarketing Agent as of the date hereof and as of each Interest Rate Adjustment
Date for each Interest Rate Period that (i) it has made all the filings with
the SEC that it is required to make under the 1934 Act and the 1934 Act
Regulations (collectively, the "1934 Act Documents"), that each 1934 Act
Document complied in all material respects with the requirements of the 1934
Act and 1934 Act Regulation, and each 1934 Act Document did not at the time of
filing with the SEC include an untrue statement of a material fact or omit to
state a material fact required to be stated therein or necessary in order to
make the statements therein, in the light of the circumstances under which they
were, not misleading, and (ii) no consent, approval, authorization, order or
decree of any court or governmental agency or body is required for the
consummation by the Company of the transactions contemplated by this Agreement
or in connection with the remarketing of Notes pursuant hereto, except such as
have been obtained or rendered, as the case may be.
(b) The Company represents and warrants to each of the Remarketing
Agent and the Standby Remarketing Agent as of the date hereof, as of each date
on which the interest rate for a Long Term Rate Period is established and as of
each Interest Rate Adjustment Date for a Long Term Rate Period (each such date
being hereinafter referred to as a "Representation Date"), as follows:
(i) Due Incorporation and Qualification. The
Company has been duly incorporated and is validly existing as a
corporation in good standing under the laws of the state of Delaware
with corporate power and authority to own, lease and operate its
properties and to conduct its business as described in the 1934 Act
Documents and to enter into and perform its obligations under this
Agreement; and the Company is duly qualified as a foreign corporation
to transact business and is in good standing in Texas and in each
other jurisdiction in which such qualification is required, whether by
reason of the ownership or leasing of property or the conduct of
business, except where the fail-
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ure to so qualify and be in good standing would not have a material
adverse effect on the condition, financial or otherwise, or the
results of operations, business affairs or business prospects of the
Company and its subsidiaries considered as one enterprise.
(ii) Subsidiaries. Each "significant subsidiary"
of the Company as defined in Rule 405 of Regulation C of the 1933 Act
Regulations (collectively, the "Significant Subsidiaries") has been
duly incorporated and is validly existing as a corporation in good
standing under the laws of the jurisdiction of its incorporation, has
corporate power and authority to own, lease and operate its properties
and conduct its business as described in the 1934 Act Documents and is
duly qualified as a foreign corporation to transact business and is in
good standing in each jurisdiction in which such qualification is
required, whether by reason of the ownership or leasing of property or
the conduct of business, except where the failure to so qualify and be
in good standing would not have a material adverse effect on the
condition, financial or otherwise, or the results of operations,
business affairs or business prospects of the Company and its
subsidiaries considered as one enterprise; and, except as disclosed in
the 1934 Act Documents, all of the issued and outstanding capital
stock of each Significant Subsidiary has been duly authorized and
validly issued, is fully paid and non-assessable and, except for
directors' qualifying shares (if applicable), is owned by the Company,
directly or through subsidiaries, free and clear of any security
interest, mortgage, pledge, lien, encumbrance, claim or equity.
(iii) Accountants. The accountants who certified
the financial statements included or incorporated by reference in the
1934 Act Documents are independent public accountants within the
meaning of the 1933 Act and the 1933 Act Regulations.
(iv) Financial Statements. The financial
statements and any supporting schedules of the Company and its
subsidiaries included or incorporated by reference in the 1934 Act
Documents present fairly the consolidated financial position of the
Company and its subsidiaries as of the dates indicated and the
consolidated results of their operations for the periods specified;
except as stated therein, said financial statements have been prepared
in conformity with U.S. generally accepted accounting principles
applied on a consistent basis; and the supporting schedules included
or incorporated by reference in the 1934
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Act Documents present fairly the information required to be stated
therein.
(v) Engineers. The petroleum engineers who have
consented to being named as having reviewed certain reserve data
included or incorporated by reference in the 1934 Act Documents are
independent engineers with respect to the Company and its
subsidiaries.
(vi) Authorization and Validity of this Agreement,
the Indenture and the Notes. This Agreement has been duly authorized,
executed and delivered by the Company and, upon execution and delivery
by the Agents, will be a valid and legally binding agreement of the
Company; the Indenture has been duly authorized, executed and
delivered by the Company and, upon execution and delivery by the
Trustee, will be a valid and legally binding agreement of the Company
enforceable in accordance with its terms, except as enforcement
thereof may be limited by bankruptcy, insolvency, reorganization,
moratorium or other laws relating to or affecting enforcement of
creditors' rights generally or by general equity principles, and
except further as enforcement thereof may be limited by (1)
requirements that a claim with respect to any Notes denominated other
than in U.S. dollars (or a foreign currency or composite currency
judgment in respect of such claim) be converted into U.S. dollars at a
rate of exchange prevailing on a date determined pursuant to
applicable law or (2) governmental authority to limit, delay or
prohibit the making of payments outside the United States. The Notes
constitute valid and legally binding obligations of the Company
enforceable in accordance with their terms, except as enforcement
thereof may be limited by bankruptcy, insolvency, reorganization,
moratorium or other laws relating to or affecting enforcement of
creditors' rights generally or by general equity principles, and
except further as enforcement thereof may be limited by (1)
requirements that a claim with respect to any Notes denominated other
than in U.S. dollars (or a foreign currency or composite currency
judgment in respect of such claim) be converted into U.S. dollars at a
rate of exchange prevailing on a date determined pursuant to
applicable law or (2) governmental authority to limit, delay or
prohibit the making of payments outside the United States. Each
Holder (as defined in the Indenture) of Notes will be entitled to the
benefits of the Indenture.
(vii) Material Adverse Changes or Material
Transactions. Since the respective dates as of which information is
given in the 1934 Act Documents, except as
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may otherwise be stated therein or contemplated thereby, (1) there has
been no material adverse change in the condition, financial or
otherwise, or in the results of operations, business affairs or
business prospects of the Company and its subsidiaries considered as
one enterprise, whether or not arising in the ordinary course of
business and (2) there have been no material transactions entered into
by the Company or any of its subsidiaries other than those in the
ordinary course of business or that would not have a material adverse
effect on the results of operations, business affairs or business
prospects of the Company and its subsidiaries considered as one
enterprise.
(viii) No Defaults. Neither the Company nor any of
its subsidiaries is in violation of its charter or in default in the
performance or observance of any material obligation, agreement,
covenant or condition contained in any contract, indenture, mortgage,
loan agreement, note, lease or other instrument to which it is a party
or by which it or any of them or their properties may be bound, where
the consequences of such violation or default would have a material
adverse effect on the condition, financial or otherwise, or the
results of operations, business affairs or business prospects of the
Company and its subsidiaries considered as one enterprise; and the
execution and delivery of this Agreement and the Indenture and the
consummation of the transactions contemplated herein and therein have
been duly authorized by all necessary corporate action of the Company
and will not conflict with or constitute a breach of, or default
under, or result in the creation or imposition of any lien, charge or
encumbrance upon any property or assets of the Company or any of its
subsidiaries pursuant to, any contract, indenture, mortgage, loan
agreement, note, lease or other instrument to which the Company or any
of its subsidiaries is a party or by which it or any of them may be
bound or to which any of the property or assets of the Company or any
such subsidiary is subject, nor will such action result in any
violation of the provisions of the charter or by-laws of the Company
or any law, administrative regulation or administrative or court order
or decree, where the consequences of such conflict, breach, creation,
imposition, violation or default would have a material adverse effect
on the condition, financial or otherwise, or the results of
operations, business affairs or business prospects of the Company and
its subsidiaries considered as one enterprise.
(ix) Legal Proceedings. Except as may be included
or incorporated by reference in the 1934 Act Documents, there is no
action, suit or proceeding before or by any
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court or governmental agency or body, domestic or foreign, now
pending, or, to the knowledge of the Company, threatened against or
affecting, the Company or any of its subsidiaries, which might, in the
opinion of the Company, result in any material adverse change in the
condition, financial or otherwise, or in the results of operations,
business affairs or business prospects of the Company and its
subsidiaries considered as one enterprise, or could reasonably be
expected to materially and adversely affect the properties or assets
thereof or could reasonably be expected to materially and adversely
affect the consummation of this Agreement or the Indenture or any
transaction contemplated hereby or thereby.
(x) Licenses. Neither the Company nor any of its
subsidiaries is in violation of any law, ordinance, governmental rule
or regulation or court decree to which it may be subject or has failed
to obtain any license, permit, franchise or other governmental
authorization necessary to the ownership of its property or to the
conduct of its business, which violation or failure would materially
adversely affect the condition, financial or otherwise, or the results
of operations, business affairs or business prospects of the Company
and its subsidiaries considered as one enterprise; and the Company and
its subsidiaries own or possess or have obtained all governmental
licenses, permits, consents, orders, approvals and other
authorizations and has properly filed with the appropriate authorities
all notices, applications and other documents, as are necessary to
lease or own their respective properties and to carry on their
respective businesses as presently conducted, except where the failure
to possess such licenses or authorizations or to make such filings
would not materially adversely affect the condition, financial or
otherwise, or the results of operations, business affairs or business
prospects of the Company and its subsidiaries considered as one
enterprise.
(xi) Trademarks; Service Marks. The Company and
its subsidiaries own or possess, or can acquire on reasonable terms,
adequate trademarks, service marks and trade names necessary to
conduct the business now operated by them, except as set forth or
incorporated by reference in the 1934 Act Documents or except where
the failure to own or possess would not materially adversely affect
the condition, financial or otherwise, or the results of operations,
business affairs or business prospects of the Company and its
subsidiaries considered as one enterprise, and neither the Company nor
any of its subsidiaries has received any notice of infringement of or
conflict with asserted rights of others with respect to any
trademarks, service marks or
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trade names which, singly or in the aggregate, if the subject of an
unfavorable decision, ruling or finding, would materially adversely
affect the condition, financial or otherwise, or the results of
operations, business affairs or business prospects of the Company and
its subsidiaries considered as one enterprise.
(xii) Property. The Company and its subsidiaries
have legal, valid and defensible title to all of their interests in
oil and gas properties and to all other real and personal property
owned by them and any other real property and buildings held under
lease by the Company and its subsidiaries are held by them under
valid, subsisting and enforceable leases in each case, free and clear
of all mortgages, pledges, liens, security interests, claims,
restrictions or encumbrances and defects of any kind, except such as
(a) are described in the 1934 Act Documents, (b) liens and
encumbrances under operating agreements, unitization and pooling
agreements, production sales contracts, farm-out agreements and other
oil and gas exploration and productions agreements, in each case that
secure payment of amounts not yet due and payable for the performance
of other inchoate obligations and are of a scope and nature customary
in connection with similar drilling and producing operations or (c)
those that do not have a material adverse effect on the condition,
financial or otherwise, the results of operations, business affairs or
business prospects of the Company.
(xiii) Reserves. The information underlying the
estimates of oil and gas reserves as described in the 1934 Act
Documents is complete and accurate in all material respects (or, with
regard to any information underlying the estimates prepared by any
petroleum engineers retained by any seller of such oil and gas
reserves, is to the best knowledge of the Company after reasonable
investigation, complete and accurate in all material respects); other
than production of the reserves in the ordinary course of business and
intervening product price fluctuations described in the 1934 Act
Documents, the Company is not aware of any facts or circumstances that
would result in a material adverse change in the reserves or the
present value of future net cash flows therefrom as described in the
1934 Act Documents. Estimates of such reserves and present values
comply in all material respects with the applicable requirements of
Regulation S-X and Industry Guide 2 under the 1934 Act.
(xiv) Investment Company Act. Neither the Company
nor any of its subsidiaries is required to be registered
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under the Investment Company Act of 1940, as amended (the "1940 Act").
(xv) Environmental Compliance. Except as
described in the 1934 Act Documents, (A) neither the Company nor any
of its subsidiaries is in violation of any local or foreign laws or
regulations relating to pollution or protection of human health, the
environment (including, without limitation, ambient air, surface
water, groundwater, land surface or subsurface strata) or wildlife,
including, without limitation, laws and regulations relating to the
release or threatened release of chemicals, pollutants, contaminants,
wastes, toxic substances, hazardous substances, petroleum or petroleum
products (collectively, "Hazardous Materials") or to the manufacture,
processing, distribution, use, treatment, storage, disposal, transport
or handling of Hazardous Materials (collectively, "Environmental
Laws"), except such violations as would not, singly or in the
aggregate, have a material adverse effect on the condition, financial
or otherwise, or the results of operations, business affairs or
business prospects of the Company and its subsidiaries considered as
one enterprise, and (B) to the best of the Company's knowledge, there
are no events or circumstances that could reasonably be expected to be
the basis of an order for clean-up or remediation, or an action, suit
or proceeding by any private party or governmental body or agency,
against or affecting the Company or any of its subsidiaries relating
to any Hazardous Materials or the violation of any Environmental Laws,
which, singly or in the aggregate, could reasonably be expected to
have a material adverse effect on the condition, financial or
otherwise, or the results of operations, business affairs or business
prospects of the Company and its subsidiaries considered as one
enterprise.
(c) Additional Certifications. Any certificate signed by any
director or officer of the Company and delivered to one or more Remarketing
Agents or to counsel for the Remarketing Agents in connection with an offering
of Notes to one or more Remarketing Agents as principal or through a
Remarketing Agent as agent shall be deemed a representation and warranty by the
Company to such Remarketing Agent or Agents as to the matters covered thereby.
Section 3. Covenants of the Company. The Company covenants
with each of the Remarketing Agent and the Standby Remarketing Agent as
follows:
(a) The Company will provide prompt notice to the Remarketing
Agents of any notification by a rating agency
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with regard to the ratings of any securities of the Company.
(b) The Company will to furnish to each of the Remarketing
Agent and the Standby Remarketing Agent:
(i) the Registration Statement and the Prospectus
relating to the Notes (including in each case any amendment or
supplement thereto and each document incorporated therein by
reference);
(ii) each 1934 Act Document filed after the date
hereof;
(iii) notice of the occurrence of any of the events
set forth in clause (c) of Section 8 hereof; and
(iv) in connection with each remarketing of Notes,
such other information as each of such Remarketing Agents may
reasonably request from time to time; provided the Company is
not obligated to provide any material non-public information
unless such information relates to any material adverse change
or any event or situation which could reasonably be expected
to result in a material adverse change in the financial
condition, results of operations or business affairs of the
Company, and provided further that information provided by
the Company pursuant hereto may only be distributed to holders
and potential holders of Notes by a Remarketing Agent with the
prior approval of the Company as to the form and content of
such information.
The Company agrees to provide each of the Remarketing Agents with as
many copies of the foregoing written materials and other Company
approved information as the Remarketing Agents may reasonably request
for use in connection with each remarketing of Notes and consents to
the use thereof for such purpose.
(c) If, at any time during which the Remarketing Agent would
be obligated to take any action under this Agreement, any event or
condition known to the Company relating to or affecting the Company,
any subsidiary thereof or the Notes shall occur which could reasonably
be expected to affect the accuracy or completeness of any statement of
a material fact contained in any of the reports, documents, materials
or information referred to in paragraph (b) above or any document
incorporated therein by reference (collectively, the "Remarketing
Materials"), the Company shall promptly notify each of the Remarketing
Agents in writing of the circumstances and details of such event or
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condition unless the Company, in its sole discretion reasonably
exercised, determines that it is not required to disclose such
information pursuant to the 1934 Act or the 1934 Act Regulations.
(d) Notwithstanding any other provision of this Agreement, a
Remarketing Agent may resign and be discharged from its duties and
obligations hereunder at any time if, in its sole discretion, it
determines that it lacks the information or the ability to distribute
the information necessary to perform its obligations hereunder or to
comply with applicable laws and regulations in connection therewith,
such resignation to be effective upon delivery of notice to the
Company, the Trustee and the other Remarketing Agents, if any, of such
resignation provided that no Remarketing Agent shall resign with
respect to any Note between 12:30 p.m., New York City time, and the
close of business on any Interest Rate Adjustment Date for such Note.
Section 4. Appointment and Obligations of the Remarketing
Agent and the Standby Remarketing Agent. (a) The Company hereby appoints the
Remarketing Agent, and the Remarketing Agent hereby accepts such appointment,
as the Remarketing Agent with respect to the Notes initially sold by, through
or to such Remarketing Agent for the purpose of (i) setting the interest rate
or rates and the Spread (if any) and/or the Spread Multiplier (if any) for such
Notes, (ii) setting the Interest Rate Period in certain circumstances, (iii)
remarketing such Notes from time to time on behalf of the Beneficial Owners
thereof and (iv) accepting such tendered Notes for remarketing and receiving
payment of the purchase price for such Notes subject to remarketing and paying
Beneficial Owners on whose behalf such Notes were remarketed. In addition, for
purposes of facilitating the remarketing arrangements provided for herein, the
Company hereby appoints the Standby Remarketing Agent, and the Standby
Remarketing Agent hereby accepts such appointment, on the terms set forth
herein. In the event that a Remarketing Agent is not able to remarket Notes on
any Interest Rate Adjustment Date, then the applicable Standby Remarketing Agent
shall use its reasonable efforts to assist in the remarketing of such Notes.
Any duty to provide notification by a Remarketing Agent to the Company or the
Trustee hereunder shall be solely the responsibility of such Remarketing Agent
and not that of the Standby Remarketing Agent. Unless otherwise specified
herein, the Standby Remarketing Agent shall have all of the rights, privileges
and benefits of a Remarketing Agent as fully as though named as such herein for
the period it is acting as Standby Remarketing Agent.
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Subject to Section 6 hereof, the Company reserves the right to appoint
or replace the Remarketing Agent or the Standby Remarketing Agent with respect
to any issue of Notes at any time.
(b) The Remarketing Agent agrees to (i) use its reasonable
efforts to set the interest rate for each Note and the Spread (if any) and the
Spread Multiplier (if any) in the Interest Rate Mode selected by the Company,
which rate shall be the lowest rate necessary in the judgment of the
Remarketing Agent to remarket such Note on such date of determination at a
price equal to 100% of the principal amount thereof, (ii) notify the Company,
DTC and the Trustee promptly of such interest rate and the Spread (if any) and
the Spread Multiplier (if any) for such Note and with respect to the next
Interest Rate Period for such Note, (iii) use its reasonable efforts to
remarket each Note tendered to such Remarketing Agent in remarketings held from
time to time and (iv) accept tendered Notes for remarketing and receive payment
of the purchase price for Notes subject to remarketing and pay Beneficial
Owners on whose behalf such Notes were remarketed.
(c) It is expressly understood and agreed by the parties
hereto that the Remarketing Agent shall not be obligated to set the interest
rate or the Spread or Spread Multiplier on any Notes or to remarket any Notes
or perform any of the other duties set forth herein at any time that any of the
conditions set forth in clause (a) or (b) of Section 8 hereof shall not have
been fully and completely met to the satisfaction of the Remarketing Agent or
at any time any of the events set forth in clause (c) of Section 8 hereof shall
have occurred.
(d) In connection with any Note that is being remarketed into
a Short Term Rate Period on the next Interest Rate Adjustment Date for such
Remarketed Note, by 11:00 a.m., New York City time, on the Interest Rate
Adjustment Date for such Note, the Remarketing Agent will determine the interest
rate for such Note to the nearest one hundred-thousandth (0.00001) of one
percent per annum for the Interest Rate Period in which such Interest Rate
Adjustment Date falls; provided that, in the event that the Remarketing Agent
is unable to remarket such Note by 11:00 a.m., New York City time, it shall so
notify the Standby Remarketing Agent (if any) and the Company and, between
11:00 a.m., New York City time and 11:50 a.m., New York City time, the
Remarketing Agent and the Standby Remarketing Agent (if any) shall use their
reasonable efforts to determine the interest rate for any Notes not
successfully remarketed as of 11:00 a.m., New York City time. For such
purpose, the Standby Remarketing Agent shall immediately notify the Remarketing
Agent of the principal amount of Notes that the Standby Remarketing Agent is
able to remarket at a price equal to 100% of the principal amount thereof.
In connection with any Note that is being remarketed into a
Long Term Rate Period on the next Interest Rate Adjustment Date for such Note,
by 4:00 p.m., New York City time, on the third Business Day preceding such
Interest Rate Adjustment Date, the Remarketing Agent will determine the
interest rate for such Note to the nearest one hundred-thousandth of one
percent per annum for the next Interest Rate Period; provided that, if for any
reason the Remarketing Agent is unable to determine such interest rate at such
time, the next Interest Rate Period for such Note shall be Weekly Rate Period
or such other Short Term Rate Period as the Company may determine by 9:30 a.m.,
New York City time, on such Interest Rate Adjustment Date.
In determining the applicable interest rate for any Notes and
other terms, the Remarketing Agent and, if applicable, the Standby Remarketing
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Agent will, after taking into account market conditions as reflected in the
prevailing yields on fixed and variable rate taxable debt securities, (i)
consider the principal amount of the Notes tendered or to be tendered on the
applicable Interest Rate Adjustment Date and the principal amount of such
Notes prospective purchasers are or may be willing to purchase and (ii)
contact, by telephone or otherwise, prospective purchasers and ascertain the
interest rates or, if applicable, Spread and Spread Multiplier therefor at
which they would be willing to hold or purchase such Notes.
(e) By 12:30 p.m., New York City time, on the Interest Rate
Adjustment Date for any Note, the Remarketing Agent will notify the Company,
the Trustee and DTC in writing (including facsimile or appropriate electronic
media) of (i) the interest rate and/or, if applicable, the Spread and the
Spread Multiplier, and the next Interest Rate Adjustment Date applicable to
such Note, (ii) the aggregate principal amount of all tendered Notes for which
the Remarketing Agent is responsible hereunder on such date, and (iii) the
aggregate principal amount of tendered Notes that the Remarketing Agent and the
applicable Standby Remarketing Agent were unable to remarket, at a price equal
to 100% of the principal amount thereof.
(f) By telephone or in writing (including facsimile) not
later than approximately 1:00 p.m., New York City time, on such Interest Rate
Adjustment Date, the Remarketing Agent will advise each purchaser of Notes
remarketed on such date (or the DTC Participant of each such purchaser who it
is expected in turn will advise such purchaser) of the principal amount of
Notes that such purchaser is to purchase.
(g) The Remarketing Agent will make payment to the DTC
Participant of each tendering Beneficial Owner of Notes subject to a
remarketing, by book entry through DTC by the close of business on the Interest
Rate Adjustment Date against delivery through DTC of such Beneficial Owner's
tendered Notes, of: (i) the purchase price for such tendered Notes that have
been sold in the remarketing, and (ii) if any such Notes were subject to
purchase as provided in clause (h) of this Section 4, the purchase price of
such Notes plus accrued interest, if any, to such date.
(h) By 12:30 p.m., New York City time, on any Interest Rate
Adjustment Date, the Remarketing Agent shall notify the Company and the
Trustee, in writing (including facsimile), of the principal amount of Notes
that the Remarketing Agent and the Standby Remarketing Agent were unable to
remarket at a price equal to 100% of the principal amount thereof on such date.
Such notice will constitute a demand on the Company to purchase such
unremarketed Notes at a price equal to the outstanding
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principal amount thereof. The Company thereupon will be obligated under the
terms of the Indenture to purchase such unremarketed Notes. The Company will
deposit same-day funds with the Remarketing Agent by 3:00 p.m., New York City
time, on such Interest Rate Adjustment Date, in an amount equal to the
principal amount of such unremarketed Notes plus accrued interest thereon.
Notwithstanding any other provision of this to the
contrary, the Remarketing Agent shall not utilize any funds advanced by the
Company for the purchase of unremarketed Notes for which the Company shall not
have deposited accrued and unpaid interest in accordance with the preceding
sentence.
(i) The Remarketing Agent shall supply to any Beneficial
Owner upon request information regarding the interest rate, Spread (if any),
Spread Multiplier (if any), Interest Rate Mode, Interest Rate Period and next
Interest Rate Adjustment Date applicable to such Beneficial Owner's Notes.
(j) The Remarketing Agent may, in accordance with the
Indenture, modify the settlement procedures set forth in or pursuant to the
Indenture in order to facilitate the settlement process.
(k) The Company shall give the Remarketing Agent 15 days
prior written notice of redemption of any Note. The Remarketing Agent's
obligation to remarket such Note shall terminate immediately upon receipt of
such notice.
Section 5. Fees and Expenses. For its services in performing
its duties set forth under Section 4(a) hereof and in determining the interest
rate and remarketing Notes, the Remarketing Agent will be entitled to receive a
fee as described below. With respect to Notes in the Short Term Rate Mode, the
Company shall pay to the Remarketing Agent on January 15, April 15, July 15,
and October 15 ____% of the average outstanding principal amount of Notes in
the Short Term Rate Mode during the immediately preceding quarter for which the
Remarketing Agent was responsible hereunder (or, in the case of the first
quarter ending ________________, ____% per annum of such average outstanding
principal amount of Notes). If Notes for which the Remarketing Agent is
responsible shall have been redeemed, purchased pursuant to the Special
Mandatory Purchase Right or converted to a Long Term Rate Period during any
quarterly period, the fee with respect to those Notes for such quarterly period
shall be payable on such redemption date, purchase date or conversion date, as
the case may be. The fee payable by the Company to the Remarketing Agent with
respect to Notes in any Long Term Rate Period shall be determined by mutual
agreement of the Company and the Remarketing Agent. A Remarketing Agent may
pay to selected broker-dealers a portion of any fees described above,
reflecting Notes sold through such broker-dealers to purchasers in remarketings
and shall pay to the applicable Standby Remarketing Agent a portion of the fees
described above, reflecting Notes remarketed by such Standby Remarketing Agent
and
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in accordance with the rate paid by the Company to the Remarketing Agent. In
addition to its obligations under Section 9 hereof, the Company shall, from
time to time upon the request of the Remarketing Agent, pay the reasonable fees
and expenses of counsel incurred by the Remarketing Agent in connection with
the performance of its duties hereunder. The obligations of the Company to
make the payments required by this Section 5 shall survive the termination of
this Agreement and remain in full force and effect until all such payments
shall have been made in full.
Section 6. Resignation and Removal of the Remarketing Agents.
(a) A Remarketing Agent may resign and be discharged from its duties and
obligations hereunder at any time, such resignation to be effective 30 days
after delivery of notice to the Company, the Trustee and the other Remarketing
Agent of such resignation; provided, however, that if (i) such resigning
Remarketing Agent shall then be the sole Remarketing Agent or (ii) the other
Remarketing Agent elects to resign or is removed within one week of delivery of
such notice, then no such resignation shall become effective until the Company
shall have appointed at least one broker-dealer as successor Remarketing Agent
and such successor Remarketing Agent shall have entered into a with the Company in which it shall have agreed to conduct
remarketings in accordance with the terms and conditions of the Indenture. In
such case, the Company will use its best efforts to appoint a successor
Remarketing Agent and enter into such a with such person
as soon as reasonably practicable. It shall be the sole obligation of the
Company to appoint a successor Remarketing Agent.
(b) The Company may in its absolute discretion remove a
Remarketing Agent by giving at least 30 days' prior notice to such Remarketing
Agent, the Trustee and the other Remarketing Agent; provided, however, that if
(i) such removed Remarketing Agent shall then be the sole Remarketing Agent or
(ii) the other Remarketing Agent elects to resign or is removed within one week
of delivery of such notice, then no such removal shall become effective until
the Company shall have appointed a broker-dealer as successor Remarketing Agent
and such successor Remarketing Agent shall have entered into a with the Company in which it shall have agreed to conduct
remarketings in accordance with the terms and conditions of the Indenture. In
such case, the Company will use its best efforts to appoint a successor
Remarketing Agent and enter into such a with such person
as soon as reasonably practicable.
(c) The Company may, with the consent of the Remarketing
Agent (which shall not be unreasonably withheld), appoint additional
Remarketing Agents by giving at least 30 days
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prior notice to the Remarketing Agent and the Trustee. Such appointment shall
be effective upon the additional Remarketing Agent becoming a party to this
or entering into such other written agreements as are
reasonably satisfactory to the Company, the Remarketing Agent and the Trustee.
(d) If there shall be more than one Remarketing Agent, all
the Remarketing Agents shall conduct the remarketings of the Notes together and
all references herein to Remarketing Agent shall be deemed to refer to all the
Remarketing Agents.
Section 7. Dealing in the Notes; Redemption of Remarketing
Agents' Notes. (a) The Remarketing Agent, when acting as a Remarketing Agent,
and the Standby Remarketing Agent, when acting as Standby Remarketing Agent,
and each such party in its individual or any other capacity, may, to the extent
permitted by law, buy, sell, hold and deal in any of the Notes.
Notwithstanding the foregoing, neither the Remarketing Agent nor Standby
Remarketing Agent shall be obligated to purchase any Notes that would otherwise
remain unsold in a remarketing. If the Remarketing Agent or the Standby
Remarketing Agent holds any Notes immediately prior to a remarketing of such
Notes and if all other Notes tendered for sale by Beneficial Owners other than
the Remarketing Agent or Standby Remarketing Agent have been sold in such
remarketing, then the Remarketing Agent may sell such number of its Notes or
those of the Standby Remarketing Agent in such remarketing as there are
outstanding orders to purchase that have not been filled by Notes tendered for
sale by Beneficial Owners other than the Remarketing Agent and the Standby
Remarketing Agent. Each of the Remarketing Agent and the Standby Remarketing
Agent, as Holder of the Notes, may exercise any vote or join as a Holder in any
action which any Holder of Notes may be entitled to exercise or take pursuant
to the Indenture with like effect as if it did not act in any capacity
hereunder. Each of the Remarketing Agent and the Standby Remarketing Agent, in
its capacity either as principal or agent, may also engage in or have an
interest in any financial or other transaction with the Company as freely as if
it did not act in any capacity hereunder.
(b) The Company may purchase Notes in a remarketing,
provided that the interest rate established with respect to Notes in such
remarketing is not different from the interest rate that would have been
established if the Company had not purchased such Notes.
Section 8. Conditions to the Remarketing Agent's Obligations.
The obligations of each of the Remarketing Agent and the Standby Remarketing
Agent under this Agreement have been undertaken in reliance on, and shall be
subject to, (a) the due performance in all material respects by the Company of
its
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obligations and agreements as set forth in this Agreement and the accuracy of
the representations and warranties in this Agreement and any certificate
delivered pursuant hereto, (b) the due performance in all material respects by
the Company of its obligations and agreements set forth in, and the accuracy in
all material respects as of the dates specified therein of the representations
and warranties contained in, the Distribution Agreement and (c) the further
conditions that (A) none of the following events shall exist at any time during
which the Remarketing Agent would otherwise be obligated to take any action
under this Agreement:
(i) all of the Notes for which such Remarketing
Agent is responsible hereunder shall have been called for redemption
or purchased pursuant to a Special Mandatory Purchase;
(ii) without the prior written consent of the
applicable Remarketing Agent, the Indenture shall have been amended in
any manner, or otherwise contain any provision contained therein as of
the date hereof, that in either case in the reasonable opinion of such
Remarketing Agent materially changes the nature of the Notes or the
remarketing procedures (a "Material Change") (it being understood that
notwithstanding the provisions of this clause (iii) the Company shall
not be prohibited from amending such documents);
(iii) a suspension or material limitation in
trading in securities generally on either the American Stock Exchange
or the New York Stock Exchange or the suspension of trading of the
Company's securities on any exchange shall have occurred or a banking
moratorium shall have been declared by federal, or New York,
authorities;
(iv) any outbreak or escalation of major
hostilities, any declaration of war by Congress or any other
substantial calamity or emergency shall have occurred; or
(v) a material adverse change or any development
which could reasonably be expected to result in a material
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adverse change in the financial condition, results of operations or
business affairs of the Company shall have occurred; and
(B) with respect to any remarketing of any Note, between the time at which the
interest rate for such Note is determined and the time at which the payment for
such Note is to be made, the rating of the Notes shall have been downgraded or
put on CreditWatch or Watch List with negative implications or withdrawn by a
national rating service after the date hereof, the effect of which, in the
opinion of the applicable Remarketing Agent, is to affect materially and
adversely the market price of the Notes or the Remarketing Agent's ability to
remarket the Notes.
In the event of the failure of any of such conditions, the
applicable Remarketing Agent may terminate its obligations under this
Agreement as provided in Section 11(b).
Section 9. Indemnification. (a) The Company agrees to
indemnify and hold harmless each of the Remarketing Agent and the Standby
Remarketing Agent and their respective officers, directors and employees and
each person, if any, who controls any such party within the meaning of Section
20 of the 1934 Act as follows:
(i) from and against any loss, liability, claim, damage and
expense whatsoever, as incurred, to which any indemnified party may
become subject insofar as such loss, liability, claim, damage and
expense (or actions in respect thereof) arise out of, or are based
upon, (A) the failure to satisfy the prospectus delivery requirements
of the 1933 Act because the Company failed to notify the Remarketing
Agent or the Standby , as the case may be, of
such delivery requirement or failed to provide such Remarketing Agent
with an updated Prospectus for delivery, or (B) any untrue statement
or alleged untrue statement of a material fact contained in any of the
Remarketing Materials (including any incorporated documents), or (C)
the omission or alleged omission to state a material fact required to
be stated in the Remarketing Materials or any revision thereof or
necessary to make the statements therein, in the light of the
circumstances in which they were made, not misleading, or (D) any
violation by the Company of, or any failure by the Company to perform
any of its obligations under, this Agreement, or (E) the duties such
Remarketing Agent performs hereunder except due to its gross
negligence or willful misconduct;
(ii) against any and all loss, liability, claim, damage and
expense whatsoever, as incurred, to the extent of the aggregate amount
paid in settlement of any litigation, or investigation or proceeding
by any governmental agency or body, commenced or threatened, or of any
claim whatsoever arising out of, or based upon, any of items (A)
through (E) in clause (i) above; provided that such settlement is
effected with the written consent of the Company, which consent shall
not be unreasonably withheld; and
(iii) against any and all expense whatsoever, as incurred
(including the fees and disbursements of counsel
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chosen by such indemnified party), reasonably incurred in
investigating, preparing or defending against any litigation, or any
investigation or proceeding by any governmental agency or body,
commenced or threatened, or any claim whatsoever arising out of, or
based upon, any of items (A) through (E) in clause (i) above to the
extent that any such expense is not paid under (i) or (ii) above;
provided, however, that the foregoing indemnity shall not inure to the benefit
of an indemnified party if such losses, claims, damages, liabilities and
expenses arose from the use by the Remarketing Agent or the Standby Remarketing
Agent, as the case may be, or any officer or director of thereof, of written
information it provides to the Company expressly for use in the Remarketing
Materials.
(b) Each indemnified party shall give notice as promptly as
reasonably practicable to each indemnifying party of any action commenced
against it in respect of which indemnity may be sought hereunder, but failure
to so notify an indemnifying party shall not relieve it from any liability
which it may have otherwise than on account of this indemnity agreement. If
any such claim or action shall be brought against an indemnified party, and it
shall notify the indemnifying party thereof, the indemnifying party shall be
entitled to participate therein and to the extent that it wishes, jointly with
any other similarly notified indemnifying party, to assume the defense thereof
with counsel reasonably satisfactory to the indemnified party. After notice
from the indemnifying party to the indemnified party of its election to assume
the defense of such claim or action, the indemnifying party shall not be liable
to the indemnified party under this Section for any legal or other expenses
subsequently incurred by the indemnified party in connection with the defense
thereof other than reasonable costs of investigation; provided, however, that
each Remarketing Agent shall have the right to employ counsel to represent
jointly the Remarketing Agents and their respective controlling persons who may
be subject to liability arising out of any claim in respect of which indemnity
may be sought by the Remarketing Agents against the Company under this Section
if, in the judgment of any of the Remarketing Agent or Agents, it is advisable
for such Remarketing Agent or Agents and controlling persons to be jointly
represented by separate counsel, and in that event the fees and expenses of
such separate counsel shall be paid by the Company. In no event shall the
indemnifying parties be liable for the fees and expenses of more than one
counsel (in addition to any local counsel) separate from their own counsel for
all indemnified parties in connection with any one action or separate but
similar or related actions in the same jurisdiction arising out of the same
general allegations or circumstances. No indemnifying party shall, without the
prior
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written consent of the indemnified parties, settle or compromise or consent to
the entry of any judgment with respect to any litigation, or any investigation
or proceeding by any governmental agency or body, commenced or threatened, or
any claim whatsoever in respect of which indemnification or contribution could
be sought under this Section 9 or Section 10 hereof (whether or not the
indemnified parties are actual or potential parties thereto), unless such
settlement, compromise or consent (i) includes an unconditional release of each
indemnified party from all liability arising out of such litigation,
investigation, proceeding or claim and (ii) does not include a statement as to
or an admission of fault, culpability or a failure to act by or on behalf of
any indemnified party.
(c) The indemnity agreements contained in this Section 9
shall remain operative and in full force and effect, regardless of any
investigation made by or on behalf of the Remarketing Agent or Standby
Remarketing Agent, and shall survive the termination or cancellation of this
Agreement and the remarketing of any Notes hereunder.
Section 10. Contribution. If the indemnification provided
for in Section 9 hereof is for any reason unavailable to or insufficient to
hold harmless an indemnified party in respect of any losses, liabilities,
claims, damages or expenses referred to therein, then each indemnifying party
shall contribute to the aggregate amount of such losses, liabilities, claims,
damages and expenses incurred by such indemnified party, as incurred, (i) in
such proportion as is appropriate to reflect the relative benefits received by
the Company on the one hand and the Remarketing Agents on the other hand from
the remarketing of the Notes pursuant to this Agreement or (ii) if the
allocation provided by clause (i) is not permitted by applicable law, in such
proportion as is appropriate to reflect not only the relative benefits referred
to in clause (i) above but also the relative fault of the Company on the one
hand and of the Remarketing Agents on the other hand in connection with the
statements or omissions which resulted in such losses, liabilities, claims,
damages or expenses, as well as any other relevant equitable considerations.
The relative benefits received by the Company on the one hand and each of the
Remarketing Agents on the other hand in connection with the remarketing of the
Notes pursuant to this Agreement shall be deemed to be in such proportions that
the Remarketing Agent is responsible for that portion represented by the
percentage that the commissions and fees received by such Remarketing Agent in
connection with such remarketing bears to the aggregate principal amount of
such Notes outstanding at the time of such remarketing, and the Company is
responsible for the balance. The relative fault of the Company on the one
hand and the Remarketing Agents
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on the other hand shall be determined by reference to, among other things,
whether the untrue or alleged untrue statement of a material fact or the
omission or alleged omission to state a material fact relates to information
supplied by the Company or by the Remarketing Agents and the parties' relative
intent, knowledge, access to information and opportunity to correct or prevent
such statement or omission. The Company and the Remarketing Agents agree that
it would not be just and equitable if contribution pursuant to this Section 10
were determined by pro rata allocation (even if the Remarketing Agents were
treated as one entity for such purpose) or by any other method of allocation
which does not take account of the equitable considerations referred to above
in this Section 10. The aggregate amount of losses, liabilities, claims,
damages and expenses incurred by an indemnified party and referred to above in
this Section 10 shall be deemed to include any legal or other expenses
reasonably incurred by such indemnified party in investigating, preparing or
defending against any litigation, or any investigation or proceeding by any
governmental agency or body, commenced or threatened, or any claim whatsoever
based upon any such untrue or alleged untrue statement or omission or alleged
omission. Notwithstanding the provisions of this Section 10, no Remarketing
Agent shall be required to contribute any amount in excess of the amount by
which the total principal amount of which the Notes remarketed by Remarketing
Agent exceeds the amount of any damages which such Remarketing Agent has
otherwise been required to pay by reason of such untrue or alleged untrue
statement or omission or alleged omission. No person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the 0000 Xxx) shall
be entitled to contribution from any person who was not guilty of such
fraudulent misrepresentation. For purposes of this Section, each person, if
any, who controls a Remarketing Agent within the meaning of Section 20 of the
1934 Act shall have the same rights to contribution as such Remarketing Agent,
and each director of the Company, each officer of the Company who signed the
Registration Statement, and each person, if any, who controls the Company
within the meaning of Section 20 of the 1934 Act shall have the same rights to
contribution as the Company. With respect to the Remarketing Agent and the
Standby Remarketing Agent, and in the event there is more than one Remarketing
Agent, their respective obligations to contribute pursuant to this Section 10
are several in proportion to the principal amount of Notes remarketed by each
such party and not joint.
Section 11. Termination of Remarketing Agreement.
(a) This Agreement shall terminate on the effective date of
the resignation or removal of the Remarketing Agent pursuant to Section 6
hereof.
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(b) In addition, each of the Remarketing Agent and the
Standby Remarketing Agent may terminate all of its obligations under this
Agreement by notifying the Securities Depository and the other Remarketing
Agents, if any, of its election to do so, if any of the conditions referred to
or set forth in Section 8 hereof have not been met or satisfied in full and
such failure shall have continued for a period of 30 days after the Remarketing
Agent has given notice thereof to the Company and the other Remarketing Agents,
if any, specifying the condition which has not been met and requiring it to be
met; provided, however, that termination of this Agreement by the Remarketing
Agent or the Standby Remarketing Agent after giving the required notices shall
be immediate in the event of the occurrence and continuation of any event set
forth in Section 8(c) hereof, or in the event such party determines, in its
sole discretion, after consultation with the Company, that it shall not have
received all of the information necessary to enable it to fulfill its
obligations under this Agreement and applicable law.
Section 12. Remarketing Agent's Performance; Duty of Care.
The duties and obligations of each of the Remarketing Agent and the Standby
Remarketing Agent shall be determined solely by the express provisions of this
Remarketing Agreement and the Indenture. Neither the Remarketing Agent nor the
Standby Remarketing Agent shall be responsible for the acts or omissions of any
other party pursuant to this Agreement. No implied covenants or obligations of
or against the Remarketing Agent or the Standby Remarketing Agent shall be read
into this Remarketing Agreement or the Indenture. In the absence of bad faith
on the part of the Remarketing Agent or the Standby Remarketing Agent, such
party may conclusively rely upon any document furnished to it, which purports
to conform to the requirements of this Remarketing Agreement or the Indenture,
as to the truth of the statements expressed in any of such documents. Each of
the Remarketing Agent and the Standby Remarketing Agent shall be protected in
acting upon any document or communication reasonably believed by it to have
been signed, presented or made by the proper party or parties. Each of the
Remarketing Agent and the Standby Remarketing Agent shall incur no liability to
the Company or to any Beneficial Owner or Holder of Notes in its individual
capacity or as Remarketing Agent for any action or failure to act in connection
with a remarketing or otherwise, except as a result of gross negligence or
willful misconduct on its part.
Section 13. GOVERNING LAW. THIS REMARKETING AGREEMENT SHALL
BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW
YORK APPLICABLE TO CONTRACTS MADE AND TO BE PERFORMED IN SUCH STATE.
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Section 14. Term of Agreement. Unless otherwise terminated
in accordance with the provisions hereof, this Agreement shall remain in full
force and effect from the date hereof until the first day thereafter on which
no Notes are outstanding. Regardless of any termination of this Agreement
pursuant to any of the provisions hereof, or any person entitled to
contribution to the extent provided in Section 11 hereof, the obligations of
the Company pursuant to Sections 5, 10 and 11 hereof shall remain operative and
in full force and effect until fully satisfied.
Section 15. Successors and Assigns. The rights and
obligations of the Company hereunder may not be assigned or delegated to any
other person without the prior written consent of each of the Remarketing
Agents. The rights and obligations of the Remarketing Agents hereunder may not
be assigned or delegated to any other person without the prior written consent
of the Company. This Agreement shall inure to the benefit of and be binding
upon the Company and each of the Remarketing Agent and the Standby Remarketing
Agent and their respective successors and assigns, and will not confer any
benefit upon any other person, partnership, association or corporation other
than persons, if any, controlling any Remarketing Agent within the meaning of
Section 20 of the 1934 Act, or any Indemnified Person to the extent provided in
Section 9 hereof, or any person entitled to contribution to the extent provided
in Section 10 hereof. The terms "successors" and "assigns" shall not include
any purchaser of any Notes merely because of such purchase.
Section 16. Headings. Section headings have been inserted in
this Agreement as a matter of convenience of reference only, and it is agreed
that such section headings are not a part of this Agreement and will not be
used in the interpretation of any provisions of this Agreement.
Section 17. Severability. If any provision of this Agreement
shall be held or deemed to be or shall, in fact, be invalid, inoperative or
unenforceable as applied in any particular case in any or all jurisdictions
because it conflicts with any provision of any constitution, statute, rule or
public policy or for any other reason, such circumstances shall not have the
effect of rendering the provision in question invalid, inoperative or
unenforceable in any other case, circumstance or jurisdiction, or of rendering
any other provision or provisions of this Agreement invalid, inoperative or
unenforceable to any extent whatsoever.
Section 18. Counterparts. This Agreement may be executed in
several counterparts, each of which shall be regarded
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as an original and all of which shall constitute one and the same document.
Section 19. Remarketing Agents Not Acting as Underwriters.
It is understood and agreed by the parties hereto that the Remarketing Agent's
and the Standby Remarketing Agent's only obligations hereunder are as set forth
in Sections 4, 6, 7, 9 and 10 of this Agreement. When engaged in remarketing
any tendered Notes, the Remarketing Agent and the Standby Remarketing Agent
shall act only as agent for and on behalf of each Beneficial Owner of such
Notes so tendered. The Remarketing Agent shall not act as an underwriter for
the tendered Notes or in any way be obligated to advance its own funds to
purchase any tendered Notes (except if in its individual capacity as purchaser
of those Notes it elects, in accordance with Section 7 hereof, to purchase, in
its sole discretion to otherwise expend or risk its own funds) or incur or
become exposed to financial liability in the performance of its duties
hereunder.
Section 20. Amendments. This Agreement may be amended by any
instrument in writing signed by all of the parties hereto so long as this
Agreement as amended is not inconsistent with the Indenture in effect as of the
date of any such amendment.
Section 21. Notices. Unless otherwise specified, any
notices, requests, consents or other communications given or made hereunder or
pursuant hereto shall be made in writing and shall be deemed to have been
validly given or made when delivered or mailed, registered or certified mail,
return receipt requested and postage prepaid, addressed as follows:
(a) to the Company:
Apache Corporation
0000 Xxxx Xxx Xxxxxxxxx, Xxxxx 000
Xxxxxxx, Xxxxx 00000-0000
Attention: Vice President and Treasurer
(b) to Remarketing Agent:
(c) to Standby Remarketing Agent:
or to such other address as the Company or the Remarketing Agents shall specify
in writing.
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IN WITNESS WHEREOF, the Company, the Remarketing Agent and the
Standby Remarketing Agent have each caused this Remarketing Agreement to be
executed in its name and on its behalf by one of its duly authorized officers
as of the date first above written.
APACHE CORPORATION
By_______________________________
Name:
Title:
_____________________________
_____________________________
By_______________________________
Authorized Signatory
_____________________________
By_______________________________
Authorized Signatory
