First Supplemental Indenture to the Anadarko HoldCo 1999 Old Notes Indenture, dated as of July 14, 2000, among Union Pacific Resources Group Inc., Union Pacific Resources Inc., UPR Capital Company, Anadarko Petroleum Corporation and The Bank of New York, as Trustee

 

 

 

 

 

 

 

 

 

 

 

 

 

FIRST SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”) dated as of July 14, 2000, among UNION PACIFIC RESOURCES GROUP INC., a Utah corporation having its principal office at 777 Main Street, Fort Worth, Texas 76102 (the “Company”) and UNION PACIFIC RESOURCES, INC., an Alberta corporation having its principal office at 400,425 First Street, S.W., Calgary, Alberta, Canada T2P 4V4 (“UPRI”), UPR CAPITAL COMPANY, a Nova Scotia unlimited liability company (“UPR Capital” and together with UPRI, the “Subsidiary Issuers”), ANADARKO PETROLEUM CORPORATION, a Delaware corporation, having its principal office at 17001 Northchase Drive, Houston, Texas 17060, as Guarantor (“Guarantor” or “Anadarko”), and THE BANK OF NEW YORK, a New York banking corporation (the “Trustee”), having its principal corporate trust office at 101 Barclay Street, Floor 21W, New York, N.Y. 10286.

 

WHEREAS, by an indenture (hereinafter referred to as the “Indenture”) dated as of April 13, 1999, between the Company, the Subsidiary Issuers, and the Trustee, provision was made for the issue of Securities of the Company or the Subsidiary Issuers in one or more series; and

 

WHEREAS, under and in accordance with the terms of the Indenture, there have heretofore been issued two series of Securities of the Company (the “Issued Securities”); and

 

WHEREAS, the Company and Anadarko are parties to an Agreement and Plan of Merger, dated as of April 2, 2000, pursuant to which the Company will become a wholly-owned subsidiary of Anadarko (the “Merger”); and

 

WHEREAS, Anadarko desires to unconditionally and irrevocably guarantee the full and punctual payment of principal of and interest on the Securities (including the Issued Securities) when due, whether at maturity, by acceleration, by redemption or otherwise, and all other monetary obligations of the Company and the Subsidiary Issuers under the Indenture (including obligations to the Trustee) and the Securities, and the full and punctual performance within applicable grace periods of all other obligations of the Company and the Subsidiary Issuers under the Indenture, as supplemented from time to time, and the Securities; and

 

WHEREAS, neither the Company nor any of the Subsidiary Issuers is in default under the Indenture; and

 

WHEREAS, all necessary acts and proceedings have been done and taken and all necessary resolutions passed to authorize the execution and delivery of this Supplemental Indenture and to make the same legal and valid and binding upon the Company, the Subsidiary Issuers and Anadarko upon compliance with the conditions set forth herein; and

 

WHEREAS, the foregoing recitals are made as representations and statements of fact by the Company, the Subsidiary Issuers and Anadarko and not by the Trustee;

 

UNION PACIFIC RESOURCES GROUP INC.
By:	/s/  Morris B. Smith
	Name: Morris B. Smith
	Title   Vice President, Chief Financial Officer and Treasurer
By:	/s/ Kerry R. Brittain
	Name: Kerry R. Brittain
	Title:   Vice President, General Counsel and Secretary
UNION PACIFIC RESOURCES INC.
By:	/s/  Morris B. Smith
	Name: Morris B. Smith
	Title:   Vice President, Chief Financial Officer and Treasurer
By:	/s/ Kerry R. Brittain
	Name: Kerry R. Brittain
	Title:   Vice President
UPR CAPITAL COMPANY
By:	/s/  Morris B. Smith
	Name: Morris B. Smith
	Title:   Vice President, Finance and Chief Financial Officer
By:	/s/ Kerry R. Brittain
	Name: Kerry R. Brittain
	Title:   Vice President
ANADARKO PETROLEUM CORPORATION
By:	/s/ A. L. Richey
	Name: A. L. Richey
	Title:   Vice President and Treasurer
By:	/s/ Suzanne Suter
	Name: Suzanne Suter
	Title:   Corporate Secretary
THE BANK OF NEW YORK
By:	/s/ Van K. Brown
	Name: Van K. Brown
	Title:   Assistant Vice President