exv4w2






Exhibit 4.2




FACE OF NOTE




     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.



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REGISTERED

No. 1




	 	 	 

	CUSIP: 037411 AY1

	 	PRINCIPAL AMOUNT
	ISIN: US037411AY13

	 	$500,000,000 






Apache Corporation




5.250% Notes Due 2042



     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 FIVE HUNDRED MILLION DOLLARS on February
1, 2042 (“Stated Maturity”) and to pay interest thereon from December 3, 2010 or from the most
recent date in respect of which interest has been paid or duly provided for, on February 1 and
August 1 of each year (each, an “Interest Payment Date”), commencing August 1, 2011, 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
5.250% 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 January 15 or July
15, 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.



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     IN WITNESS WHEREOF, Apache Corporation has caused this instrument to be duly executed.


Dated: December 3, 2010




	 	 	 	 	 
	 	APACHE CORPORATION

 	 
	 	By:  	 	 
	 	 	Name:  	Matthew W. Dundrea 	 
	 	 	Title:  	Senior Vice President, Treasury and Administration 	 
	 


[SEAL]



Attest:




	 	 	 	 	 
	By:  	 	 
	 	Name:  	Cheri L. Peper 	 
	 	Title:  	Corporate Secretary 	 



[Signature Page to Global Note (5.250% Notes Due 2042)]







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CERTIFICATE OF AUTHENTICATION





     This is one of the Securities of the series designated herein, referred to in the
within-mentioned Indenture.



	 	 	 	 	 
	 	THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., 

as Trustee

 	 
	 	By:  	 	 
	 	 	Authorized Officer 	 



[Authentication to Global Note (5.250% Notes Due 2042)]






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REVERSE OF NOTE




Apache Corporation



5.250% Notes Due 2042




     This Note is one of a duly authorized issue of Securities of the Company issued under an
Indenture, dated as of February 15, 1996, between the Company and The Bank of New York Mellon Trust
Company, N.A. (formerly known as The Bank of New York Trust Company, N.A., as successor-in-interest
to JP Morgan Chase Bank, N.A., formerly known as The Chase Manhattan Bank), as trustee (the
“Trustee”, which term includes any successor trustee under the Indenture), as supplemented by that
certain First Supplemental Indenture, dated November 5, 1996, between the Company and the Trustee
(the “Indenture”), designated as the 5.250% Notes due 2042 (the “Notes”), limited to $500,000,000
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. If the
Notes are redeemed by the Company before the date that is six months prior to their Stated
Maturity, Holders of record on the relevant Regular Record Date shall have the right to receive a
Redemption Price equal to the greater of (i) 100 percent of the principal amount of the Notes then
outstanding to be redeemed, or (ii) the sum of the present values of the remaining scheduled
payments of principal and interest on the Notes to be redeemed (not including any portion of such
payments of interest accrued to the applicable Redemption Date) discounted to the applicable
Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months)
at the applicable Treasury Rate plus 20 basis points; plus,



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in each case, accrued and unpaid interest on the principal amount of the Notes being redeemed
to the applicable Redemption Date. If the Notes are redeemed by the Company on or after the date
that is six months prior to their Stated Maturity, Holders of record on the relevant Regular Record
Date shall have the right to receive a Redemption Price equal to 100 percent of the principal
amount of the Notes then outstanding to be redeemed, plus accrued and unpaid interest on the
principal amount of the Notes being redeemed to the applicable Redemption Date.




     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 Rate” means, with respect to any Redemption Date, (a) the yield, under the heading
which represents the average for the immediately preceding week, appearing in the most recently
published statistical release designated “H.15(519)” or any successor publication which is
published weekly by the Board of Governors of the Federal Reserve System and which establishes
yields on actively traded U.S. Treasury securities adjusted to constant maturity under the caption
“Treasury Constant Maturities,” for the maturity corresponding to the Comparable Treasury Issue (if
no maturity is within three months before or after the Remaining Life (as defined below), yields
for the two published maturities most closely corresponding to the Comparable Treasury Issue will
be determined and the Treasury Rate will be interpolated or extrapolated from such yields on a
straight line basis, rounding to the nearest month); or (b) if such release (or any successor
release) is not published during the week preceding the Calculation Date (as defined below) or does
not contain such yields, the rate per annum equal to the semi-annual equivalent yield to maturity
of the Comparable Treasury Issue, calculated using 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. The Treasury Rate will be calculated on the third Business Day next preceding such
Redemption Date (the “Calculation Date”).



     “Comparable Treasury Issue” means the U.S. Treasury security selected by an Independent
Investment Banker as having a maturity comparable to the remaining term (“Remaining Life”) of the
Notes to be redeemed 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 such Notes.



     “Comparable Treasury Price” means, with respect to any Redemption Date, (1) the average of
five Reference Treasury Dealer Quotations for such Redemption Date, after excluding the highest and
lowest Reference Treasury Dealer Quotations, or (2) if the Independent Investment Banker obtains
fewer than five such Reference Treasury Dealer Quotations, the average of all such quotations.



     “Independent Investment Banker” means one of Deutsche Bank Securities Inc., Goldman, Sachs &
Co., J.P. Morgan Securities LLC or RBS Securities Inc., or their respective successors, as
specified by the Company, or, if those firms are unwilling or unable to select the Comparable
Treasury Issue, an independent investment banking institution of national standing appointed by the
Company.



     “Reference Treasury Dealer” means each of (1) Deutsche Bank Securities Inc., Goldman, Sachs &
Co., J.P. Morgan Securities LLC and RBS Securities Inc., and their respective successors, provided,
however, that if any of the foregoing shall cease to be a primary U.S. government securities dealer
in the United States (a “Primary Treasury Dealer”), the Company shall substitute therefor another
Primary Treasury Dealer and (2) any two other Primary Treasury Dealers selected by the Company
after consultation with the Independent Investment Banker.



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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 Independent Investment Banker, of the
bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of
its principal amount) quoted in writing to the Independent Investment Banker at 5:00 p.m., New York
City time, on the Calculation Date.



     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, by first-class mail at least 30 and not more than 60
days prior to the date fixed for redemption, 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.



     If fewer than all of the Notes are to be redeemed, the Trustee will select, not more than 60
days prior to the Redemption Date, the particular Notes or portions thereof for redemption from the
outstanding Notes not previously called by such method as the trustee deems fair and appropriate.
The Trustee may select for redemption Notes and portions of Notes in amounts of $1,000 or whole
multiples of $1,000.



     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



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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 $2,000 and integral
multiples of $1,000 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 percent of the principal
amount of the Notes then outstanding, plus accrued and unpaid 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 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 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.



******





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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 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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