[Form of Face of Note of Sixth
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
8.700% Senior Notes due
2019
CUSIP
No. 032511BC0
ISIN
No. US032511BC00
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,
2019, 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 8.700% 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]
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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This is one of
the Securities of the series designated herein and referred to in
the within-mentioned Indenture.
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Dated:
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THE BANK OF
NEW YORK MELLON
TRUST COMPANY, N.A., AS TRUSTEE
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By:
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Authorized
Signatory
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F-3
[Form of Reverse of Note of Sixth
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 &rdqu
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