Exhibit 4.17

  

   

  

  
    UNION PACIFIC RESOURCES GROUP INC.,

     

    UNION PACIFIC RESOURCES INC.,

     

    UPR CAPITAL COMPANY,

     

    ANADARKO PETROLEUM CORPORATION,

     

    as Guarantor

     

    And

     

    THE BANK OF NEW YORK

     

    as Trustee

     

    
      
        


       

      First Supplemental Indenture

      Dated as of July 14, 2000

       

    

    to

     

    Indenture

     

    Dated as of April 13, 1999

     

    providing for the Guarantee of all Securities

    to be Issued or Previously Issued under

    the Trust Indenture

     

    
      
        


    

    FIRST SUPPLEMENTAL INDENTURE

     

    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;

     

    
      
        


    

    
    
      NOW, THEREFORE, in consideration of the premises and the covenants herein contained, the parties hereto agree as follows:

       

      Article 1

      Amendment of Indenture

       

      The Company, the Subsidiary Issuers, Anadarko and the Trustee hereby agree that the following provisions of this Supplemental Indenture supplement the Indenture with respect to all Securities issued or
        to be issued thereunder:

       

      
        
          	1.01	
                  The Guarantee.

                


        

      

       

      
        
          	

                	(a)	
                  Anadarko irrevocably and unconditionally guarantees (the “Guarantee”) to each Holder of Securities and to the Trustee and its successors and assigns, (i) the full and punctual payment of principal of and
                    interest on the 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 this Indenture (including obligations to the
                    Trustee) and the Securities and (ii) the full and punctual performance within applicable grace periods of all other obligations of the Company and the Subsidiary Issuers under this Indenture and the Securities.

                


        

      

       

      
        
          	

                	(b)	
                  Anadarko further agrees that the Guarantee constitutes a guarantee of payment, performance and compliance and not merely of collection.

                


        

      

       

      
        
          	

                	(c)	
                  The obligations of Anadarko to make any payment hereunder may be satisfied by causing the Company or the Subsidiary Issuers to make such payment.

                


        

      

       

      
        
          	

                	(d)	
                  Anadarko also agrees to pay any and all costs and expenses (including reasonable attorneys’ fees) incurred by the Trustee or any
                      Holder of Securities in enforcing any of their respective rights under the Guarantee.

                


        

      

      

      

      
        
          	1.02	
                  Subrogation.

                


        

      

       

      Anadarko shall be subrogated to any of the rights (whether contractual, under applicable laws or otherwise) of any Holder against the Company, the Subsidiary Issuers, or any other Person or against any Holder for the payments in respect of any
        amounts to any Holder pursuant to the provisions of this Guarantee; provided, however, that Anadarko shall not be entitled to enforce, or to receive any payments arising out of or based upon, such right of subrogation until the principal of and any
        premium and interest on all the Securities of the same series shall have been paid in full.

       

      

    

    
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      Article 2

      
        Condition Precedent

         

        
          
            	2.01	
                    Consummation of Merger

                  


          

        

         

        The obligations of the parties under this Supplemental Indenture are subject to the prior consummation of the Merger.

         

        Article 3

        Miscellaneous Provisions

         

        
          
            	3.01	
                    Confirmation of lndenture

                  


          

        

         

        Except as expressly amended hereby, the Indenture, as amended and supplemented by this Supplemental Indenture, is in all respects ratified and confirmed, and all the terms, conditions and provisions thereof remain in full force and effect.

         

        
          
            	3.02	
                    Acceptance of Trusts

                  


          

        

         

        The Trustee hereby accepts the trusts in this Supplemental Indenture declared and provided for and agrees to perform the same upon the terms and conditions and subject to the provisions set forth in the Indenture as supplemented by this
          Supplemental Indenture.

         

        
          
            	3.03	
                    Governing Law

                  


          

        

         

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

         

        
          
            	3.04	
                    Headings

                  


          

        

         

        The headings of this Supplemental Indenture are for convenience only and shall not affect the construction hereof.

         

        
          
            	3.05	
                    Counterparts

                  


          

        

         

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

         

        
          
            	3.06	
                    Defined Terms

                  


          

        

         

        Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.

      

    

     

    

    
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      IN WITNESS WHEREOF the parties hereto have caused this Supplemental Indenture to be duly executed as of the day and year first above written.

       

      	
              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

            	 


      

      

      

      

      
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