Exhibit 4.25

    

    

    
      ANADARKO PETROLEUM CORPORATION

      
         

        


      
        

        

      

      SECOND SUPPLEMENTAL INDENTURE

      Dated as of July 15, 2009

       

      

      
        
          


         

        

        to the

      

       

      INDENTURE

       

      Dated as of September 19, 2006

       

      between

       

      ANADARKO PETROLEUM CORPORATION

       

      and

       

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

       

      as Trustee

      

      
        
          


      

      Table of Contents

       

      	 	 	
              Page

            
	 	 	 
	
              ARTICLE I Definitions

            	
              1

            
	 	 
	
              ARTICLE II Modification to terms of Zero Coupon Securities

            	
              2

            
	 	 
	
              SECTION 2.01.

            	
              Modification of Section 2.06 of First Supplemental Indenture

            	
              2

            
	
              SECTION 2.02.

            	
              Modification of Reverse of Form of Zero Coupon Securities

            	
              2

            
	
              SECTION 2.03.

            	
              Modification of Annex A

            	
              3

            
	 	 	 
	
              ARTICLE III Miscellaneous

            	
              4

            
	 	 
	
              SECTION 3.01.

            	
              Ratification of Original Indenture; Second Supplemental Indenture Part of Indenture

            	
              4

            
	
              SECTION 3.02.

            	
              Concerning the Trustee

            	
              4

            
	
              SECTION 3.03.

            	
              Counterparts

            	
              4

            
	
              SECTION 3.04.

            	
              GOVERNING LAW

            	
              4

            
	
              SECTION 3.05.

            	
              Effect of Headings and Table of Contents

            	
              4

            
	
              SECTION 3.06.

            	
              Benefits under Second Supplemental Indenture, etc

            	
              4

            


      

      

       

      
        
          


      

      SECOND SUPPLEMENTAL INDENTURE, dated as of July 15, 2009 (this “Second Supplemental Indenture”), to the indenture dated as of September 19, 2006 (the “Base Indenture”) between Anadarko Petroleum Corporation, a Delaware corporation (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., (the “Trustee”) as supplemented by the first supplemental indenture dated as of October 10, 2006 (the “First Supplemental Indenture” and the Base Indenture as supplemented by the First Supplemental Indenture, the “Indenture”).

       

      WHEREAS, the Company and the Trustee have heretofore executed and delivered the Base Indenture to provide for the issuance from time to time of Securities (as defined in the Base
        Indenture) of the Company, to be issued in one or more series;

       

      WHEREAS, pursuant to the Indenture, the Company has heretofore issued the Zero Coupon Securities (as defined in the First Supplemental Indenture);

       

      WHEREAS, under the terms of the Indenture and the Zero Coupon Securities, the Holder of a Zero Coupon Security (all such Holders together, the “Zero Coupon Securities Holders”)
        may require the Company to repurchase such Security on, among other dates, October 10, 2009 (such right, the “2009 Put Right”);

       

      WHEREAS, Section 902(2) of the Base Indenture provides that the Company and the Trustee may, with the consent of each Holder of any Securities which provide that the Holder may require the Company to repurchase such
        Securities, enter into indentures supplemental to the Indenture for the purpose of modifying in any manner the right of the Holders of such Securities to require repurchase of such Securities;

       

      WHEREAS, the Company (i) desires the modification of the -terms of the Indenture and the Zero Coupon Securities as hereinafter provided
        to eliminate the 2009 Put Right, (ii) has obtained the consent of the Zero Coupon Securities Holders to such modification, and (iii) has requested the Trustee to enter into this Second Supplemental Indenture
        for the purpose of modifying the terms of the Indenture and the Zero Coupon Securities to eliminate the 2009 Put Right as hereinafter provided; and

       

      NOW, THEREFORE, for and in consideration of the premises and the covenants and agreements contained herein, and for other good and valuable consideration the receipt of which is hereby acknowledged, the parties hereto
        agree as follows:

       

      ARTICLE I

       

      Definitions

       

      (a)          Capitalized terms used herein and not otherwise defined herein shall have the respective meanings ascribed thereto in the Indenture.

       

      (b)          The rules of interpretation set forth in the Indenture shall be applied hereto as if set forth in full herein.

       

      
        
          


      

      (c)          For all purposes of this Second Supplemental Indenture, except as otherwise expressly provided or unless the context otherwise requires, the
        following terms shall have the following respective meanings (such meanings shall apply equally to both the singular and plural forms of the respective terms):

       

      Other Definitions

       

      	
              Term

            	
              Defined in Section

            
	
              “Indenture”

            	
              Preamble

            
	
              “2009 Put Right”

            	
              Third “Whereas” Recital

            
	
              “Zero Coupon Securities”

            	
              Second “Whereas” Recital

            
	
              “Zero Coupon Securities Holders”

            	
              Third “Whereas” Recital

            


      

      

      ARTICLE II

       

      Modification to terms of Zero Coupon Securities

       

      SECTION 2.01.    Modification of Section 2.06 of First Supplemental Indenture.  The first paragraph of Section 2.06 of the
        First Supplemental Indenture is hereby amended and restated in its entirety to read as follows:

       

      Prior to October 10, 2010, the Zero Coupon Securities shall not be redeemable or subject to repurchase at the option of any Holder thereof.  On October 10, 2010 (the “Initial



          Purchase Date”) and on each subsequent anniversary of such date thereafter (with the exception of October 10, 2011) (each such date and the Initial Purchase Date, a “Purchase Date”), a Holder shall
        have the right to require the Company to redeem all or a portion of the Zero Coupon Security registered in the name of such Holder on the Security Register at a Redemption Price equal to the product of the principal amount at maturity of such Zero
        Coupon Security (or portion thereof) to be redeemed and the “Put Price” related to such Purchase Date as set forth in the table in Annex A hereto (each such amount, a “Purchase Price”).

       

      SECTION 2.02.    Modification of Reverse of Form of Zero Coupon Securities.  The second paragraph of the reverse of the form
        of Zero Coupon Securities set forth as Exhibit A to the First Supplemental Indenture is hereby amended and restated in its entirety to read as follows:

       

      The Securities of this series are not subject to any sinking fund.  Prior to October 10, 2010, the Zero Coupon Securities shall not be redeemable or subject to repurchase at the option of any Holder
        thereof.  On October 10, 2010 (the “Initial Purchase Date”) and on each subsequent anniversary of such date thereafter (with the exception of October 10, 2011) (each such date and the initial Purchase Date, a
        “Purchase Date”), a Holder shall have the right to require the Company to redeem all or a portion of the Zero Coupon Security registered in the name of such Holder on the Security Register at a Redemption
        Price equal to the product of the principal amount at maturity of such Zero Coupon Security (or portion thereof) to be redeemed and the “Put Price” related to such Purchase Date as set forth in the table in Annex A hereto (each such amount, a “Purchase Price”).

       

      
        
          


      

      SECTION 2.03.    Modification of Annex A.  Annex A to the First Supplemental Indenture and form of Zero Coupon Securities
        set forth as Exhibit A to the First Supplemental Indenture is hereby amended and restated in its entirety as follows:

       

      	 	 	 	 	 	
              Annex A

            	 
	 	 	 	 	 	 	 
	
              

              

            	 	
              Purchase Price

            	 
	 	 	 	 
	
              
                Purchase Date

              

            	 	
              
                Put Price

                (% of Final

                Principal)

              

            	 	 	
              
                Purchase Price per Million 

                (principal amount at maturity in 

                dollars)

              

            	 
	
              October 10, 2010

            	 	 	
              26.056551

            	 	 	
              $

            	
              260,565.51

            	 
	
              October 10, 2012

            	 	 	
              28.896577

            	 	 	
              $

            	
              288,965.77

            	 
	
              October 10, 2013

            	 	 	
              30.430643

            	 	 	
              $

            	
              304,306.43

            	 
	
              October 10, 2014

            	 	 	
              32.046150

            	 	 	
              $

            	
              320,461.50

            	 
	
              October 10, 2015

            	 	 	
              33.747422

            	 	 	
              $

            	
              337,474.22

            	 
	
              October 10, 2016

            	 	 	
              35.539011

            	 	 	
              $

            	
              355,390.11

            	 
	
              October 10, 2017

            	 	 	
              37.425712

            	 	 	
              $

            	
              374,257.12

            	 
	
              October 10, 2018

            	 	 	
              39.412574

            	 	 	
              $

            	
              394,125.74

            	 
	
              October 10, 2019

            	 	 	
              41.504916

            	 	 	
              $

            	
              415,049.16

            	 
	
              October 10, 2020

            	 	 	
              43.708335

            	 	 	
              $

            	
              437,083.35

            	 
	
              October 10, 2021

            	 	 	
              46.028731

            	 	 	
              $

            	
              460,287.31

            	 
	
              October 10, 2022

            	 	 	
              48.472312

            	 	 	
              $

            	
              484,723.12

            	 
	
              October 10, 2023

            	 	 	
              51.045618

            	 	 	
              $

            	
              510,456.18

            	 
	
              October 10, 2024

            	 	 	
              53.755536

            	 	 	
              $

            	
              537,555.36

            	 
	
              October 10, 2025

            	 	 	
              56.609319

            	 	 	
              $

            	
              566,093.19

            	 
	
              October 10, 2026

            	 	 	
              59.614605

            	 	 	
              $

            	
              596,146.05

            	 
	
              October 10. 2027

            	 	 	
              62.779435

            	 	 	
              $

            	
              627,794.35

            	 
	
              October 10, 2028

            	 	 	
              66.112280

            	 	 	
              $

            	
              661,122.80

            	 
	
              October 10, 2029

            	 	 	
              69.622060

            	 	 	
              $

            	
              696,220.60

            	 
	
              October 10, 2030

            	 	 	
              73.318167

            	 	 	
              $

            	
              733,181.67

            	 
	
              October 10, 2031

            	 	 	
              77.210494

            	 	 	
              $

            	
              772,104.94

            	 
	
              October 10, 2032

            	 	 	
              81.309458

            	 	 	
              $

            	
              813,094.58

            	 
	
              October 10, 2033

            	 	 	
              85.626028

            	 	 	
              $

            	
              856,260.28

            	 
	
              October 10, 2034

            	 	 	
              90.171757

            	 	 	
              $

            	
              901,717.57

            	 
	
              October 10, 2035

            	 	 	
              94.958811

            	 	 	
              $

            	
              949,588.11

            	 
	
              Maturity Date

            	 	 	
              100.000000

            	 	 	
              $

            	
              1,000,000.00

            	 


      

      

      
        
          


      

      ARTICLE III

       

      Miscellaneous

       

      SECTION 3.01.    Ratification of Original Indenture; Second Supplemental Indenture Part of Indenture.  Except as expressly
        amended hereby, the Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect.  This Second Supplemental Indenture shall form a part of the Indenture for all
        purposes, and every Holder of Zero Coupon Securities shall be bound hereby.

       

      SECTION 3.02.    Concerning the Trustee.  The recitals contained herein and in the Zero Coupon Securities, except with
        respect to the Trustee’s certificates of authentication, shall be taken as the statements of the Company, and the Trustee assumes no responsibility for the correctness of the same.  The Trustee makes no representations as to the validity or
        sufficiency of this Second Supplemental Indenture or of the Zero Coupon Securities.

       

      SECTION 3.03.    Counterparts.  This Second Supplemental Indenture may be executed in any number of counterparts, each of
        which when so executed shall be deemed to be an original, but all such counterparts shall together constitute one and the same instrument.

       

      SECTION 3.04.    GOVERNING LAW.  THIS SECOND SUPPLEMENTAL INDENTURE AND THE ZERO
        COUPON SECURITIES AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HERETO AND THERETO, INCLUDING THE INTERPRETATION, CONSTRUCTION, VALIDITY AND ENFORCEABILITY THEREOF, SHALL BE GOVERNED BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE LAW OF
        THE STATE OF NEW YORK.

       

      SECTION 3.05.    Effect of Headings and Table of Contents.  The
        Article and Section headings herein and the Table of Contents are for convenience only and shall not affect the construction hereof.

       

      SECTION 3.06.    Benefits under Second Supplemental Indenture, etc.  Nothing in this Second Supplemental Indenture or the
        Zero Coupon Securities, express or implied, shall give to any Person, other than the parties hereto and thereto and their successors hereunder and thereunder and the Holders of the Zero Coupon Securities, any benefit of any legal or equitable
        right, remedy or claim under the Indenture, this Second Supplemental Indenture or the Zero Coupon Securities.

       

      [Remainder of page intentionally left blank]

       

      
        
          


      

      IN WITNESS WHEREOF, the parties have caused this Second Supplemental Indenture to be duly executed by their respective officers thereunto duly authorized as of the date first above written.

       

      	 	
              ANADARKO PETROLEUM CORPORATION

            
	 	 
	 	
              By:

            	
              /s/  Bruce W. Busmire

            	 
	 	
              Name:

            	
              Bruce W. Busmire

            	 
	 	
              Title:

            	
              Vice President, Finance and Treasurer

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

            
	 	 
	 	
              By:

            	
              /s/  Marcella Burgess

            	 
	 	
              Name:

            	
              Marcella Burgess

            	 
	 	
              Title:

            	
              Vice President