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EXHIBIT 4.1
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 $100,000,000.00
CUSIP: 000000XX0
Apache Corporation
7.70% NOTE DUE 2026
APACHE CORPORATION, a corporation duly organized and existing under
the laws of the State of Delaware (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 One Hundred Million Dollars on March 15, 2026 ("Stated
Maturity") and to pay interest thereon from February 27, 1996, or from the most
recent date in respect of which interest has been paid or duly provided for, on
March 15 and September 15 of each year (each, an "Interest Payment Date"),
commencing September 15, 1996, 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 or otherwise, and including any Change in Control
Purchase Date ("Maturity"), at the rate of 7.70% 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 the last day of February or August, 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 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.
Payment of the principal of, 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.
Chemical Bank, as Trustee
By:_______________________
Authorized Officer
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APACHE CORPORATION
7.70% NOTE DUE 2026
This Note is one of a duly authorized issue of Securities of the
Company issued under an Indenture, dated as of February 15, 1996 (the
"Indenture"), between the Company and Chemical Bank, as trustee (the "Trustee",
which term includes any successor trustee under the Indenture), designated as
the 7.70% Notes due 2026 (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 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 which are not defined herein and which
are defined in the Indenture shall have the meanings assigned to them in the
Indenture.
The Indenture and this Note shall be governed by and construed in
accordance with the laws of the State of New York.
The Indenture provides for the defeasance of the Notes and certain
covenants in certain circumstances.
This Note is unsecured as to payment of principal and interest 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 are not redeemable prior to Maturity and will not be subject
to any sinking fund and, except as provided in the Indenture, will not be
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 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 request 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 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 a majority in
aggregate principal amount of such Securities then Outstanding of each series
to be affected. The Indenture also contains provisions permitting the Holders
of specified percentages 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.
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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 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 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 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.
Subject to the terms and conditions of the Indenture, if any Change in
Control occurs prior to the Stated Maturity of this Note, the Company shall, at
the option of the Holders, purchase all Securities 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 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
Securities 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 Securities (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 Securities).
Subject to the terms of the Indenture, prior to due presentment of
this Note for registration of transfer, the Company, the Trustee and any agent
of the Company 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 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.
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 CORPORATION has caused this instrument to be
duly executed under its corporate seal.
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
________________________________________________________________________________
Please insert Social Security or other identifying number of assignee
________________________________________________________________________________
(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: _____________________________ ________________________________
In the presence of:
________________________________________________________________________________
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
be Trustee.
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