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EXHIBIT 4.1
APACHE CORPORATION
Issuer
to
THE CHASE MANHATTAN BANK
Trustee
_______________
FIRST SUPPLEMENTAL INDENTURE
Dated as of November 5, 1996
Supplemental to Indenture
Dated as of February 15, 1996
Debt Securities
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FIRST SUPPLEMENTAL INDENTURE
This FIRST SUPPLEMENTAL INDENTURE, dated as of November 1, 1996 is
between Apache Corporation, a corporation duly organized and existing under the
laws of the State of Delaware (the "Company"), having its principal executive
office located at One Post Oak Central, 2000 Post Oak Boulevard, Suite 100,
Houston, Texas 77056-4400, and The Chase Manhattan Bank, a banking corporation
duly organized and existing under the laws of the State of New York (formerly
known as Chemical Bank) (the "Trustee"), having its corporate trust office
located at 450 West 33rd Street, 15th Floor, New York, New York 10001.
RECITALS
The Company has issued its 7.70% notes due 2026 in the aggregate
principal amount of $100,000,000 and its 7.95% notes due 2026 in the aggregate
principal amount of $180,000,000 pursuant to the Indenture dated as of February
15, 1996 (the "Indenture") between the Company and the Trustee.
The Company may issue in the future additional Securities pursuant to
the Indenture.
Section 901 of the Indenture provides that the Company, when
authorized by or pursuant to a Board Resolution, and the Trustee may, without
the consent of or notice to any of the Holders, enter into an indenture
supplemental to the Indenture for the purpose of amending or supplementing any
provisions contained in the Indenture that do not adversely affect the
interests of the Holders of any Securities then Outstanding. This First
Supplemental Indenture is entered into pursuant to Section 901(6).
The Company has duly authorized the execution and delivery of this
First Supplemental Indenture, the conditions set forth in the Indenture for the
execution and delivery of this First Supplemental Indenture have been complied
with and all things necessary to make this First Supplemental Indenture a valid
amendment of, and supplement to, the Indenture have been done by the Company.
NOW, THEREFORE, in consideration of the premises and the mutual
covenants herein, the Company agrees with the Trustee that the Indenture is
supplemental and amended, solely to the extent and for the purposes expressed
herein, for the equal and proportionate benefit of all Holders, as follows:
ARTICLE I
DEFINITIONS
SECTION 1.1. Unless the context otherwise requires, the terms defined
in the Indenture shall, for all purposes of this First Supplemental Indenture,
have the meanings therein defined.
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SECTION 1.2. Unless the context otherwise requires, the terms defined
in this First Supplemental Indenture (including the preamble hereof) shall, for
all purposes of the Indenture as supplemented and amended by this First
Supplemental Indenture, have the meanings herein defined.
ARTICLE II
AMENDMENT TO INDENTURE
SECTION 2.1. Section 101 of the Indenture is supplemented and amended
to add the following term:
"Senior Indebtedness" means the principal of, premium, if any,
interest on, and any other payment due pursuant to any of the following,
whether outstanding as of the date of execution of the Indenture or thereafter
incurred, created or assumed:
(a) all indebtedness of the Company or any Subsidiary for
money borrowed (including, without limitation, any indebtedness
secured by a mortgage, conditional sales contract or other lien which
is (i) given to secure all or part of the purchase price of property
subject thereto, whether given to the vendor of such property or to
another, or (ii) existing on property at the time of acquisition
thereof);
(b) all indebtedness of the Company or any Subsidiary
evidenced by notes, debentures, bonds, commercial paper or other
securities sold by the Company or any Subsidiary for money;
(c) all lease obligations of the Company or any
Subsidiary which are capitalized on the books of the Company in
accordance with GAAP;
(d) all indebtedness of others of the kinds described in
either of the preceding clauses (a) or (b) and all lease obligations
of others of the kind described in the preceding clause (c) assumed by
or guaranteed in any manner by the Company or any Subsidiary or in
effect guaranteed by the Company or any Subsidiary through an
agreement to purchase, contingent or otherwise;
(e) all obligations of the Company or any Subsidiary with
respect to letters of credit issued in connection with indebtedness of
others of the kind described in the preceding clauses (a) or (b) or
lease obligations of the kind described in the preceding clause (c);
and
(f) all renewals, extensions or refundings of
indebtedness of the kinds described in any of the preceding clauses
(a), (b) and (d), all renewals or extensions of lease obligations of
the kinds described in either of the preceding clauses (c) and (d) and
all renewals or extensions of obligations with respect to letters of
credit of the kind described in the preceding clause (e);
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which, in each case, is an obligation payable by its terms more than one year
from the date of incurrence thereof and should be shown on a balance sheet as a
liability under GAAP; unless, in the case of any particular indebtedness,
lease, obligation, renewal, extension or refunding, the instrument or lease
creating or evidencing the same or the assumption or guarantee of the same
expressly provides that such indebtedness, lease, obligation, renewal,
extension or refunding is subordinate in right of payment to or is not at least
pari passu with the Securities. Notwithstanding the foregoing, "Senior
Indebtedness" does not include indebtedness owing, directly or indirectly, to
any Affiliate or employee of the Company or arising under or in respect of any
employee benefit plan of the Company or any of its Affiliates.
ARTICLE III
MISCELLANEOUS PROVISIONS
SECTION 3.1. Nothing in this First Supplemental Indenture, express or
implied, is intended or shall be construed to confer upon, or to give to, any
person or corporation, other than the parties hereto, their successors and
assigns, and the Holders, any right, remedy or claim under or by reason of this
First Supplemental Indenture or any provision hereof; and the provisions of
this First Supplemental Indenture are for the exclusive benefit of the parties
hereto, their successors and assigns, and the Holders.
SECTION 3.2. This First Supplemental Indenture shall for all purposes
be deemed to be a contract made under, governed by and construed in accordance
with the laws of the State of New York.
In case any provision in this First Supplemental Indenture shall be
invalid, illegal or unenforceable, the validity, legality and enforceability of
the remaining provisions shall not in any way be affected or impaired thereby.
If any provision of this First Supplemental Indenture limits,
qualifies or conflicts with any other provision required to be included in this
First Supplemental Indenture or the Indenture by the Trust Indenture Act, such
other provision which is so required to be included shall control.
SECTION 3.3. The recitals contained herein shall be taken as the
statements of the Company and the Trustee assumes no responsibility for their
correctness. The Trustee makes no representations as to the validity or
sufficiency of this First Supplemental Indenture.
SECTION 3.3. The descriptive headings of the several Articles of this
First Supplemental Indenture are inserted for convenience only and shall not
affect the construction hereof.
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SECTION 3.5. This First Supplemental Indenture may be simultaneously
executed in any number of counterparts, each of which when so executed and
delivered shall be an original; but such counterparts shall together constitute
but one and the same instrument.
SECTION 3.6. The Company represents and warrants that it is duly
authorized under all applicable laws to execute and deliver this First
Supplemental Indenture and that all corporate action on its part required for
the execution and delivery of this First Supplemental Indenture has been duly
and effectively taken.
IN WITNESS WHEREOF, the parties hereto have caused this First
Supplemental Indenture to be duly executed and their respective seals to be
hereunto affixed and attested all as of the day and year first above written.
[SEAL] APACHE CORPORATION
Attest: By:
--------------------------------
Title:
THE CHASE MANHATTAN BANK,
as Trustee
Attest: By:
--------------------------------
Title:
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STATE OF TEXAS )
)
COUNTY OF HARRIS )
On the _____ day of ____________, 1996, before me personally came
Matthew W. Dundrea, to me known, who, being by me duly sworn, did depose and
say that he is the Treasurer of APACHE CORPORATION, a State of Delaware
corporation, one of the persons described in and who executed the foregoing
instrument; that he knows the seal of said Corporation; that the seal affixed
to said instrument is such Corporation's seal; that it was so affixed by
authority of the Board of Directors of said Corporation; and that he signed his
name thereto by like authority.
[NOTARIAL SEAL]
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Notary Public
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STATE OF NEW YORK )
)
COUNTY OF NEW YORK )
On the _____ day of ____________, 1996, before me personally came
Andrew M. Deck, to me known, who, being by me duly sworn, did depose and say
that he is the Senior Trust Officer of THE CHASE MANHATTAN BANK, a banking
corporation organized and existing under the laws of the State of New York and
successor to Chemical Bank, one of the persons described in and who executed
the foregoing instrument; that he knows the seal of said Corporation; that the
seal affixed to said instrument is such Corporation's seal; that it was so
affixed by authority of the Board of Directors of said Corporation; and that he
signed his name thereto by like authority.
[NOTARIAL SEAL]
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Notary Public
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