Exhibit 4.3
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: 4 $350,000,000
APACHE FINANCE CANADA CORPORATION
CUSIP: 00000XXX0 4.375% NOTES DUE 2015
APACHE FINANCE CANADA CORPORATION, an unlimited liability company
organized under the laws of Nova Scotia, Canada (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 Three Hundred Fifty Million Dollars on May 15, 2015
("Stated Maturity") and to pay interest thereon from May 15, 2003 or from the
most recent date in respect of which interest has been paid or duly provided
for, on May 15 and November 15 of each year (each, an "Interest Payment Date"),
commencing November 15, 2003, 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 otherwise, and including any Redemption
Date or Change in Control Purchase Date (each such date, "Maturity"), at the
rate of 4.375% per annum, until the principal hereof and premium, if any, hereon
and any Additional Amounts (as defined below) 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 May 1 or November 1, 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 premium, if any, and interest on, or
any Additional Amounts in respect of, 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.
JPMorgan Chase Bank, as Trustee
By:
-------------------------------------
Authorized Officer
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APACHE FINANCE CANADA CORPORATION
4.375% NOTES DUE 2015
This Note is one of a duly authorized issue of Securities of the
Company issued under an Indenture, dated as of November 23, 1999 (the
"Indenture"), among the Company, Apache Corporation (the "Guarantor") and
JPMorgan Chase Bank, formerly known as The Chase Manhattan Bank (the "Trustee",
which term includes any successor trustee under the Indenture), designated as
the 4.375% Notes due 2015 (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, premium, if any,
Additional Amounts, if any, 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. For the purposes of this Note, if
interest is calculated on the basis of a year of 360 days, each rate of interest
determined pursuant to such calculation expressed as an annual rate for the
purposes of the Interest Act (Canada) is equivalent to such rate (as so
determined) multiplied by the actual number of days in the calendar year in
which the same is to be ascertained and divided by 360.
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, premium, if any, Additional Amounts, if any, 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, unless the Company or the Guarantor
default on such payment, 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.
"Business Day" means any day, other than a Saturday or Sunday, that is
neither a legal holiday nor a day on which commercial banks are authorized or
required by law, regulation or executive order to close in The City of New York.
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, premium, if any, Additional
Amounts, if any, or any interest on this Note on or after the respective due
dates expressed herein or to require the purchase of this Note 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
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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 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.
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, premium, if any, and any interest
on, and any Additional Amounts in respect of, 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, premium, if any, any
interest on, and any Additional Amounts in respect of, 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 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.
The Notes are redeemable as a whole or in part, at the Company's option
at any time, at a Redemption Price equal to the greater of (i) 100 percent of
their principal amount or (ii) the sum of the present values of the remaining
scheduled payments of principal and interest thereon and discounted to the date
of redemption on a semiannual basis (assuming a 360-day year consisting of
twelve 30-day months) at the Treasury Yield plus 15 basis points, plus, in each
case, accrued interest to the date of redemption. The Company will, however, pay
the interest installment due on any Interest Payment Date that occurs on or
before a Redemption Date to the Holders as of the close of business on the
Regular Record Date immediately preceding that Interest Payment 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 the Referenced Treasury Dealers or Dealer as having a maturity
comparable to the remaining term 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 of the Notes.
"Comparable Treasury Price" means, with respect to any Redemption Date,
(i) the average of the Reference Treasury Dealer Quotations for such Redemption
Date, after excluding the highest and lowest of such Reference Treasury Dealer
Quotations, or (ii) if the Trustee obtains fewer than four but more than one
such Reference Treasury Dealer Quotations, the average of all such Quotations,
or (iii) if the Trustee obtains only one such Referenced Treasury Dealer
Quotation, such quotation.
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"Reference Treasury Dealer Quotations" means with respect to each
Reference Treasury Dealer and any Redemption Date, the average, as determined by
the Trustee, bid and asked prices for the Comparable Treasury Issue (expressed
in each case as a percentage of the principal amount) quoted in writing to the
Trustee by such Reference Treasury Dealer at 5:00 p.m. (New York City Time) on
the third Business Day preceding such Redemption Date.
"Reference Treasury Dealer" means each of (i) Banc of America
Securities LLC and Deutsche Bank Securities Inc. (or their respective affiliates
that are Primary Treasury Dealers), and their respective successors; provided,
however, that if either of the foregoing ceases being a U.S. Government
securities dealer in New York City (a "Primary Treasury Dealer") the Company may
substitute another Primary Treasury Dealer, and (ii) any other Primary Treasury
Dealer(s) selected by the Trustee after consultation with the Company.
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) 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 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 "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 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, the Company or such 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 premium, if any,
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
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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 and premium, if
any, of 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 was 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) is not dealing with the Company, directly or indirectly, on an
arm's-length basis; or
(v) entered into or participated in a scheme to avoid Canadian
withholding tax, being a scheme which the Company was neither a party
to nor participated in;
(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, premium, if any, 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 premium, if any, 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 premium, if any, 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.
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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.
IN WITNESS WHEREOF, APACHE FINANCE CANADA CORPORATION has caused this
instrument to be duly executed under its corporate seal.
APACHE FINANCE CANADA CORPORATION
[SEAL] By:
-------------------------------------
Name:
Title:
Attest:
By:
--------------------------------
Name: Xxxxx X. Xxxxx
Title: Corporate Secretary
Date:
-6-
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 premium, if any, and
interest on, and any Additional Amounts with respect to, such Security, and any
other amount due and payable pursuant to the terms of such Security or 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 Canada Corporation, an unlimited liability company organized
under the laws of Nova Scotia, Canada (herein called the "Company," which term
includes any successor corporation under such Indenture), punctually to make any
such payment of principal or premium, if any, 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 premium, if any, 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 such
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 such 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
premium, if any, 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 of and 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
the Indenture.
All terms used in this Guarantee which are defined in the 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.
-7-
This Guarantee is an unsecured obligation of the Guarantor, and ranks
pari passu with all other unsubordinated indebtedness of the Guarantor.
Reference is made to the Indenture, including Article Sixteen thereof,
for further provisions with respect to this Guarantee.
IN WITNESS WHEREOF, the Guarantor has caused this Guarantee to be duly
executed under its corporate seal and dated the date of the Security upon which
this Guarantee is endorsed.
APACHE CORPORATION
[SEAL] By:
------------------------------------
Name:
Title:
Attest:
By:
--------------------------------
Name: Xxxxx X. Xxxxx
Title: Corporate Secretary
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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:
Notice: The signature to this assignment must correspond with the name
as it appears upon the face of the within Note in every
particular, without alteration or enlargement or any change
whatever.
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Signature
Signature Guarantee:
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(Signature must be guaranteed) Signature
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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 or her 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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