EXHIBIT 4.3
THIS NOTE IS A GLOBAL SECURITY. 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 $ 400,000,000
CUSIP: ▇▇▇▇▇▇▇▇▇ APACHE CORPORATION
6 1/4% NOTES DUE 2012
APACHE CORPORATION, a Delaware corporation (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 Four Hundred Million Dollars on April 15, 2012 ("Stated
Maturity") and to pay interest thereon from April 11, 2002 or from the most
recent date in respect of which interest has been paid or duly provided for, on
April 15 and October 15 of each year (each, an "Interest Payment Date"),
commencing October 15, 2002, 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 6 1/4% 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 April 1 or
October 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.
Payment of the principal of, and premium, if any, 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.
▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ Bank, as Trustee
By:
-----------------------------
Authorized Officer
APACHE CORPORATION
6 1/4% NOTES DUE 2012
This Note is one of a duly authorized issue of Securities of the
Company issued under an Indenture, dated as of February 15, 1996, and
supplemented November 5, 1996 (the "Indenture"), between the Company and ▇▇
▇▇▇▇▇▇ ▇▇▇▇▇ Bank (the "Trustee", which term includes any successor trustee
under the Indenture), designated as the 6 1/4% Notes due 2012 (the "Notes"),
limited to $400,000,000 aggregate principal amount, subject to the provisions of
the Indenture. 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 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 and certain
covenants in certain circumstances.
This Note is unsecured as to payment of principal and premium, 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.
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, 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 defaults 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, Sunday or other day on which banking
institutions in the City of New York are authorized or obligated by law,
regulation or executive order to close.
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 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 20 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.
"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 ▇.▇. ▇▇▇▇▇▇ Securities Inc. (or their respective affiliates
that are Primary Treasury Dealers), and their respective successors; provided,
however, that if either of
-2-
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.
Holders of Notes to be redeemed will be given notice of redemption, at
their addresses as set forth in the Security Register for the Notes, at least 30
and not more than 60 days prior to the date fixed for redemption.
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 portion
thereof called for redemption.
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 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 against the costs, expenses and
liabilities to be incurred in compliance with such request, 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 or premium, if any,
and 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 rights of the Holders of the Securities of each series
thereunder to be affected under the Indenture at any time by the Company and the
Trustee with the consent of the Holders of not less than 66-2/3% in aggregate
principal amount of such Securities then Outstanding of each series to be
affected. The Indenture also contains provisions permitting the Holders of 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.
No reference to the Indenture and no provision of this Note or of the
Indenture shall alter or impair the obligation of the Company, which is absolute
and unconditional, to pay the principal of and premium, if any, and any interest
on this Note at the times, places and rate, and in the coin or currency, herein
prescribed.
The Notes are issuable only in fully registered form in denominations
of $1,000 and integral multiples in excess thereof. As provided in the Indenture
and subject to certain limitations therein set forth, this Note is exchangeable
for a like aggregate principal amount of Notes of this series and of like tenor
of any authorized denomination, as requested by the Holder surrendering the
same. As provided in the Indenture and subject to certain limitations therein
set forth, the transfer of this Note is registrable in the Security Register,
upon surrender of this Note for registration of transfer at the office or agency
of the Company in any place where the principal of and 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 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
-3-
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 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.
The Indenture and this Note shall be governed by and construed in
accordance with the laws of the State of New York applicable to agreements made
or instruments entered into and, in each case, performed in said State without
regard to the conflicts of laws principles thereof.
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 CORPORATION has caused this instrument to be
duly executed under its corporate seal.
APACHE CORPORATION
[SEAL] BY
-----------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Vice President and Treasurer
Attest:
By
--------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Corporate Secretary
Date: April 11, 2002
-4-
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 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.
-5-