exv4w2






Exhibit 4.2




[Form of Face of Note of Fifth Series]




     [Insert if Global Security —  THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE
INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE
THEREOF. THIS SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO
TRANSFER OF THIS SECURITY IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER
THAN SUCH DEPOSITARY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE
INDENTURE.]



ANADARKO PETROLEUM CORPORATION




7.625% Senior Notes due 2014




	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	No.

	 	 	$	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	CUSIP No. 032511BD8
	 	 	 	 	 	 	 	 
	ISIN No. US032511BD82
	 	 	 	 	 	 	 	 






     ANADARKO PETROLEUM CORPORATION, a corporation duly organized and existing under the laws of
the State of Delaware (herein called the “Company”, which term includes any successor Person under
the Indenture hereinafter referred to), for value received, hereby
promises to pay to           , or
registered assigns, the principal sum of
           Dollars on March 15, 2014, and to pay interest thereon
from March 5, 2009 or from the most recent Interest Payment Date to which interest has been paid or
duly provided for, semi-annually on March 15 and September 15 in each year, commencing September
15, 2009, and at the Maturity thereof, at the rate of 7.625% per annum, until the principal hereof
is paid or made available for payment. The interest so payable, and punctually paid or duly
provided for, on any Interest Payment Date will, as provided in such Indenture, be paid to the
Person in whose name this Security (or one or more Predecessor Securities) is registered at the
close of business on the Regular Record Date for such interest, which shall be the March 1 or
September 1 (whether or not a Business Day), as the case may be, next preceding such Interest
Payment Date. Any such interest so payable, but not punctually paid or duly provided for, will
forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to
the Person in whose name this Security (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 Holders of Securities of this series not less than
10 days prior to such Special Record Date, or be paid in any other lawful manner not inconsistent
with the requirements of any securities exchange on which this Security may be listed, and upon
such notice as may be required by such exchange, all as more fully provided in said Indenture.



     Payment of the principal of (and premium, if any) and interest on this Security will be made
at the office or agency of the Company maintained for that purpose in New York, 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, against surrender of this Security in the case
of any payment due at the Maturity of the principal thereof or any payment of interest becomes
payable on a day other than an Interest Payment Date; provided, however, that if this Security is
not a Global Security, (i) payment of interest on an Interest Payment Date will be made by check
mailed to the address of the Person entitled thereto as such address shall appear in the Security
Register; and all other payments will be made by check against surrender of this Security; (ii) all
payments by check will be made in next-day funds (i.e., funds that become available on the day
after the check is cashed); and (iii) notwithstanding clauses (i) and (ii) above, with respect to
any payment of any amount due on this Security, if this Security is in a denomination of at least
$1,000,000 and the Holder hereof at the time of surrender hereof or, in the case of any payment of
interest on any Interest Payment Date, the Holder thereof on the related Regular Record Date
delivers a written request to the Paying Agent to make such payment by wire transfer at least five
Business Days before the date such payment becomes due, together with appropriate wire transfer
instructions specifying an account at a bank in New York, New York, the Company shall make such
payment by wire transfer of immediately available funds to such account at such bank in New York
City, any such wire instructions, once properly given by a Holder as to this Security, remaining in
effect as to such Holder and this Security unless and until new instructions are given in the
manner described above; and provided further, that notwithstanding anything in the foregoing to the
contrary, if this Security is a Global Security, payment shall be made pursuant to the Applicable
Procedures of the Depositary as permitted in said Indenture.



     Reference is hereby made to the further provisions of this Security set forth on the reverse
hereof, which further provisions shall for all purposes have the same effect as if set forth at
this place.



     Unless the certificate of authentication hereon has been executed by the Trustee referred to
on the reverse hereof by manual signature, this Security shall not be entitled to any benefit under
the Indenture or be valid or obligatory for any purpose.



[Remainder of Page Left Intentionally Blank]




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     IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed under its
corporate seal.



	 	 	 	 	 
	[SEAL]        	ANADARKO PETROLEUM CORPORATION

 	 
	 	By:  	 	 
	 	Name:  	 
	 	Title:  	 
	 



Attest:





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



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

 
	 	By:  	 	 
	 	 	Authorized Signatory 	 
	 	 	 	 
	 




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[Form of Reverse of Note of Fifth Series]





     This Security is one of a duly authorized issue of senior securities of the Company (herein
called the “Securities”), issued and to be issued in one or more series under an Indenture, dated
as of September 19, 2006 (herein called the “Indenture”, which term shall have the meaning assigned
to it in such instrument), between the Company and The Bank of New York Mellon Trust Company, N.A.
(formerly, The Bank of New York Trust Company, N.A.), as Trustee (herein called the “Trustee”,
which term includes any successor trustee under the Indenture), and reference is hereby 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 Securities and of the terms upon
which the Securities are, and are to be, authenticated and delivered. This Security is one of the
series designated on the face hereof limited in aggregate principal amount to $500,000,000 (plus
such additional amounts of Securities of this series as may be authorized for issuance from time to
time in the manner set forth in the Indenture).



     The Securities of this series are subject to redemption upon not less than 30 days’ nor more
than 60 days’ notice, at any time, as a whole or in part, at the election of the Company, at a
Redemption Price equal to the greater of (1) 100% of the principal amount of the Securities of this
series to be redeemed or (2) as determined by the Quotation Agent, the sum of the present values of
the remaining scheduled payments of principal and interest on the Securities of this series to be
redeemed, not including any portion of these payments of interest accrued as of the date on which
the Securities of this series are to be redeemed, discounted to the date on which the Securities of
this series are to be redeemed on a semi-annual basis assuming a 360-day year consisting of twelve
30-day months, at the Adjusted Treasury Rate plus 0.50%, plus accrued interest to the Redemption
Date, but interest installments whose Stated Maturity is on or prior to such Redemption Date will
be payable to the Holders of such Securities, or one or more Predecessor Securities, of record at
the close of business on the relevant Record Dates referred to on the face hereof, all as provided
in the Indenture.



     “Adjusted Treasury Rate” means the semi-annual equivalent yield to maturity of a security
whose price, expressed as a percentage of its principal amount, is equal to the Comparable Treasury
Price.



     “Calculation Agent” means The Bank of New York Mellon Trust Company, N.A.



     “Comparable Treasury Issue” means a United States Treasury security selected by the Quotation
Agent which has a maturity comparable to the remaining maturity of the Securities of this series
being redeemed that would be used in accordance with customary financial practice to price new
issues of corporate debt securities with a maturity comparable to the remaining maturity of the
Securities of this series being redeemed.



     “Comparable Treasury Price” means the result of the calculation of the Calculation Agent of
the average of the Reference Dealer Quotations of the Comparable Treasury Issue provided by each
Reference Dealer, after the Calculation Agent has eliminated the highest and lowest Reference
Dealer Quotations; provided, that, if the Calculation Agent obtains fewer than



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three Reference Dealer Quotations, it will calculate the average of all of the Reference
Dealer Quotations and not eliminate any Reference Dealer Quotations.



     “Quotation Agent” means J.P. Morgan Securities Inc. or its successor.



     “Reference Dealers” means J.P. Morgan Securities Inc. or its successor and two or more other
primary U.S. Government securities dealers in New York City appointed by the Company as reference
dealers. If J.P. Morgan Securities Inc. or its successor is no longer a primary U.S. Government
securities dealer, the Company will substitute another primary U.S. Government securities dealer in
its place as a Reference Dealer and as Quotation Agent.



     “Reference Dealer Quotations” means each of the bid and ask prices for the Comparable Treasury
Issue as of 5:00 p.m. on the third Business Day before the Redemption Date as provided by the
Reference Dealers to the Quotation Agent, Calculation Agent and Trustee.



     In the event of redemption of this Security in part only, a new Security or Securities of this
series and of like tenor for the unredeemed portion hereof will be issued in the name of the Holder
hereof upon the cancellation hereof.



     The Indenture contains provisions for defeasance at any time of the entire indebtedness of
this Security or certain restrictive covenants and Events of Default with respect to this Security,
in each case upon compliance with certain conditions set forth in the Indenture.



     If an Event of Default with respect to Securities of this series shall occur and be
continuing, the principal of the Securities of this series may be declared due and payable in the
manner and with the effect provided in 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 to be affected under the Indenture at any time by the Company and the
Trustee with the consent of the Holders of a majority in principal amount of the Securities at the
time Outstanding of all series to be affected (considered together as one class for this purpose).
The Indenture also contains provisions (i) permitting the Holders of a majority in principal amount
of the Securities at the time Outstanding of all series to be affected under the Indenture
(considered together as one class for this purpose), on behalf of the Holders of all Securities of
such series, to waive compliance by the Company with certain provisions of the Indenture and (ii)
permitting the Holders of a majority in principal amount of the Securities at the time Outstanding
of any series to be affected under the Indenture (with each such series considered separately for
this purpose), on behalf of the Holders of all Securities of such series, to waive certain past
defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of
this Security shall be conclusive and binding upon such Holder and upon all future Holders of this
Security and of any Security issued upon the registration of transfer hereof or in exchange herefor
or in lieu hereof, whether or not notation of such consent or waiver is made upon this Security.



     As provided in and subject to the provisions of the Indenture, the Holder of this Security
shall not have the right to institute any proceeding with respect to the Indenture, or for the
appointment of a receiver or trustee, or for any other remedy thereunder, unless such Holder shall



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have previously given the Trustee written notice of a continuing Event of Default with respect
to the Securities of this series, the Holders of not less than 25% in principal amount of the
Securities of this series at the time Outstanding shall have made written request to the Trustee to
institute proceedings in respect of such Event of Default as Trustee and offered the Trustee
indemnity reasonably satisfactory to it, and the Trustee shall not have received from the Holders
of a majority in principal amount of Securities of this series at the time Outstanding a direction
inconsistent with such request, and shall have failed to institute any such proceeding, for 60 days
after receipt of such notice, request and offer of indemnity. The foregoing shall not apply to any
suit instituted by the Holder of this Security for the enforcement of any payment of principal
hereof or any premium or interest hereon on or after the respective due dates expressed herein.



     No reference herein to the Indenture and no provision of this Security or of the Indenture
shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay
the principal of and any premium and interest on this Security at the times, place and rate, and in
the coin or currency, herein prescribed.



     As provided in the Indenture and subject to certain limitations therein set forth, the
transfer of this Security is registrable in the Security Register, upon surrender of this Security
for registration of transfer at the office or agency of the Company in any place where the
principal of and any premium and interest on this Security are payable, duly endorsed by, or
accompanied by a written instrument of transfer in form satisfactory to the Company and the
Security Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing,
and thereupon one or more new Securities of this series and of like tenor, of authorized
denominations and for the same aggregate principal amount, will be issued to the designated
transferee or transferees.



     The Securities of this series are issuable only in registered form without coupons in
denominations of $1,000 and any integral multiple thereof, with a minimum denomination of $2,000.
As provided in the Indenture and subject to certain limitations therein set forth, Securities of
this series are exchangeable for a like aggregate principal amount of Securities of this series and
of like tenor of a different authorized denomination, as requested by the Holder surrendering the
same.



     No service charge shall be made for any such registration of transfer or exchange, but the
Company may require payment of a sum sufficient to cover any tax or other governmental charge
payable in connection therewith.



     Prior to due presentment of this Security 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
Security is registered as the owner hereof for all purposes, whether or not this Security be
overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the
contrary.



     This Security and the Indenture shall be governed by and construed in accordance with the law
of the State of New York.



     All terms used in this Security which are defined in the Indenture shall have the meanings
assigned to them in the Indenture.




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