Exhibit 4.4
[Form of Face of Note of Ninth
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
7.95% Senior Notes due
2039
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No.
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$
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CUSIP
No. 032511 BG1
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ISIN No.
US032511BG14
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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 June 15, 2039, and to pay interest thereon from
June 12, 2009 or from the most recent Interest Payment Date to
which interest has been paid or duly provided for, semi-annually on
June 15 and December 15 in each year, commencing
December 15, 2009, and at the Maturity thereof, at the rate of
7.95% 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 June 1 or December 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]
F-2
IN WITNESS WHEREOF, the Company has
caused this instrument to be duly executed under its corporate
seal.
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[SEAL]
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ANADARKO
PETROLEUM CORPORATION
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By:
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Name:
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Title:
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Attest:
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This is one of
the Securities of the series designated herein and referred to in
the within-m
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