Exhibit 4.5

    

     

    

    
      
        ANADARKO HOLDING COMPANY,

         

        

        ANADARKO FINANCE COMPANY,

         

        

        AND

         

        

        ANADARKO PETROLEUM CORPORATION

        

         to

        

        

        THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.,

         

        

        as Trustee

        

        

        

        Second Supplemental Indenture

         

        

        Dated as of August 29, 2019

          Amending and Supplementing the Indenture

          Dated as of April 13, 1999

         

        

        
          
            


        

        
        SECOND SUPPLEMENTAL INDENTURE

         

          

        THIS SECOND SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of August 29, 2019, by and among Anadarko Holding
          Company, a Utah corporation (as successor in interest to Union Pacific Resources Group Inc.) (the “Company”), Anadarko Finance Company, a Nova Scotia unlimited liability company (as
          successor in interest to UPR Capital Company, the “Subsidiary Issuer”), Anadarko Petroleum Corporation, a Delaware corporation (the “Guarantor”),



          and The Bank of New York Mellon Trust Company, N.A., a national banking association incorporated and existing under the laws of the United States of America (as successor in interest to The Bank of New York), as trustee under the indenture
          referred to below (the “Trustee”).

         

        

        WITNESSETH:

         

        

        WHEREAS, the Company, the Subsidiary Issuer and the Trustee are parties to that certain Indenture, dated as of April 13, 1999, as supplemented by that certain First Supplemental Indenture,
          dated as of July 14, 2000, between the Company, the Subsidiary Issuer, the Guarantor and the Trustee (as so supplemented, the “Indenture”), providing for the issuance from time to time
          of its unsecured debentures, notes or other evidences of indebtedness in one or more series (the “Securities”), up to such principal amounts as may be authorized in or pursuant to one or
          more Board Resolutions;

         

        

        WHEREAS, there are Outstanding on the date hereof Securities of one series issued by the Company consisting of $116,275,000 aggregate principal amount of the 7.950% Debentures due April 15,
          2029 (the “Outstanding Securities”);

         

        

        WHEREAS, pursuant to Section 902 of the Indenture, with the consent of the Holders of not less than a majority in principal amount of the Outstanding Securities of each series affected by
          this Supplemental Indenture (the “Requisite Consent”), the Company, as the applicable Issuer of Securities Outstanding and the Guarantor, when authorized by a Board Resolution, and the
          Trustee may enter into a supplemental indenture to add, change or eliminate any provisions of the Indenture or of any supplemental indenture or to modify, in the manner provided for in Section 902 of the Indenture, the Indenture or modify the
          rights of the Holders of the Securities of each such series under the Indenture;

         

        

        WHEREAS, upon the terms and subject to the conditions set forth in its offers to exchange and solicitation of consents, pursuant to a registration statement initially filed on Form S-4 with
          the Securities and Exchange Commission (the “SEC”) on August 1, 2019, as amended by Amendment No. 1 thereto filed with the SEC on August 13, 2019, and declared effective on August 15,
          2019, in respect of the Notes (as amended or supplemented from time to time, the “Consent Solicitation Statement”), Occidental Petroleum Corporation, on behalf of the Company, has been
          soliciting consents (the “Consent Solicitation”) of, among others, the Holders of the Outstanding Securities to certain proposed amendments to the Indenture, requiring the Requisite
          Consent of Holders and to the execution of this Supplemental Indenture, as described in more detail in the Consent Solicitation Statement, and the Company has now obtained such Requisite Consent of Holders, and, as such, this Supplemental
          Indenture, the amendments set forth herein and the Trustee’s entry into this Supplemental Indenture are authorized pursuant to Section 902 of the Indenture;

         

        

        
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        WHEREAS, pursuant to Sections 902, 903, 905, 102 and 103 of the Indenture, the Company has delivered to the Trustee a request for the Trustee to join with the Company in the execution of this
          Supplemental Indenture, along with (1) evidence of the Requisite Consent the Company has received from the Holders of the Outstanding Securities, as certified by Global Bondholder Services Corporation, (2) a copy of a Board Resolution authorizing
          the execution of this Supplemental Indenture, (3) an Officers’ Certificate and (4) an Opinion of Counsel; and

         

        

        WHEREAS, the execution and delivery of this Supplemental Indenture has been duly authorized by a Board Resolution and all acts, conditions and requirements necessary to make this Supplemental
          Indenture a valid and binding agreement in accordance with its terms and for the purposes set forth herein have been done and taken, and the execution and delivery of this Supplemental Indenture has been in all respects duly authorized.

         

        

        NOW, THEREFORE, intending to be legally bound hereby, each of the Company, the Guarantor and the Trustee has
          executed and delivered this Supplemental Indenture.

         

        

        ARTICLE ONE

         

        

        INDENTURE

         

          

        SECTION 101.          Effectiveness of Indenture.

         

            

        (a)          Except as specifically provided in this Supplemental Indenture, the Indenture,
            as heretofore supplemented and amended, shall remain in full force and effect.  This Supplemental Indenture shall constitute an indenture supplemental to the Indenture and shall be construed in connection with and form a part of the Indenture
            for all purposes, and every Holder of Securities heretofore or hereafter authenticated and delivered shall be bound hereby.

         

          

        (b)          The Company represents and warrants that each of the conditions of the Consent
            Solicitation as set forth in the Consent Solicitation Statement have been satisfied, or where permitted, waived, in all respects.

         

          

        (c)          This Supplemental Indenture shall be effective only upon execution and delivery
            of this instrument by the parties hereto. Notwithstanding the foregoing sentence, this Supplemental Indenture shall become operative only upon the completion and settlement of the Consent Solicitation and the related exchange offers, with the
            result that the amendments to the Indenture effected by this Supplemental Indenture shall be not become effective if such Consent Solicitations and related exchange offers are terminated or withdrawn prior to completion or settlement. The
            Company shall promptly notify the Trustee if the Company shall determine that such closing will not occur.

         

          

        
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        ARTICLE TWO

            

            AMENDMENTS TO THE INDENTURE

         

              

        SECTION 201.          Amendments to the Indenture.  Pursuant to Section 902 of the
            Indenture, the Company, the Subsidiary Issuer, the Guarantor and the Trustee (in the case of the Trustee, acting in reliance upon the instructions and directions of the Holders of the Requisite Consent obtained pursuant to the Consent
            Solicitation Statement) hereby agree to amend or supplement certain provisions of the Indenture as follows:

         

          

        (a)          Section 101 of the Indenture (Definitions) is hereby modified so that the
            defined term of “Officers’ Certificate” is amended and restated in its entirety by the following (and all references to the term “Officers’ Certificate” in the Indenture are replaced with “Officer’s Certificate”):

         

        

        ““Officer’s Certificate” means a certificate signed by the Chairman of the Board, the President, a Vice President, the Treasurer or an Assistant Treasurer of the
          Company or the Secretary or an Assistant Secretary of the Company, and delivered to the Trustee. Wherever this Indenture requires that an Officer’s Certificate be signed also by an engineer or an accountant or other expert, such engineer,
          accountant or other expert (except as otherwise expressly provided in this Indenture) may be in the employ of the applicable Issuer or the Guarantor, and shall be acceptable to the Trustee.”

         

        

        (b)          Section 704 of the Indenture (Reports by Issuers and the Guarantor) is hereby
            amended and restated in its entirety by the following:

         

          

        “Section 704.  Reports by Company.

         

          

        The Company shall comply with the provisions of Section 314(a) of the Trust Indenture Act to the extent applicable.”

         

        

        (c)          Section 801 of the Indenture (Company May Consolidate,
            etc., Only on Certain Terms) is hereby amended and restated in its entirety by the following:

         

          

        “Section 801.  Company May Consolidate, etc., only on Certain Terms.

         

            

        The Company shall not consolidate with or merge into any other Person, unless:

         

        

        (1) the Person formed by such consolidation or into which the Company is merged shall expressly assume, by an indenture supplemental hereto, executed and
          delivered to the Trustee, in form satisfactory to the Trustee, the due and punctual payment of the principal of (and premium, if any) and interest on all the Securities and the performance of every covenant of this Indenture on the part of the
          Company to be performed or observed; and

         

        

        
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        (2) the Company has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel each stating that such consolidation or merger and such
          supplemental indenture comply with this Article and that all conditions precedent herein provided for relating to such transaction have been complied with.”

         

          

        (d)          Section 803 of the Indenture (Successor Corporation Substituted) is hereby
            amended and restated in its entirety by the following:

         

        

        “Section 803.  Successor Substituted. Upon (a) any consolidation or merger of the Company in accordance
          with Section 801 or (b) any consolidation, amalgamation or merger, or conveyance or transfer of the properties and assets of a Subsidiary Issuer substantially as an entirety in accordance with Section 802, the successor formed by such merger,
          consolidation or amalgamation or to which such conveyance or transfer is made, as applicable, shall succeed to, and be substituted for, and may exercise every right and power of, the Company or such Subsidiary Issuer under this Indenture with the
          same effect as if such successor had been named as the Company or such Subsidiary Issuer herein. In the event of any such conveyance or transfer of a Subsidiary Issuer, such Subsidiary Issuer as the predecessor corporation may be dissolved, wound
          up or liquidated at any time thereafter.”

         

          

        (e)          The Indenture is hereby amended by deleting the following Sections and Articles
            of the Indenture and all references and definitions to the extent solely relating thereto in their entirety and replacing each such Section or Article with “[Intentionally Omitted]”:

         

          

        
          	
                  

                  

                	
                  (i)

                	
                  Section 1005 (Corporate Existence);

                   

                  

                


        

        
          	 	
                  (ii)

                	
                  Section 1006 (Limitation on Liens and Sale Leaseback Transactions); and

                   

                  

                


        

        
          	 	
                  (iii)

                	
                  Section 1007 (Limitation on Transfers of Principal Properties to Unrestricted Subsidiaries).

                


        

         

          

        SECTION 202.          Amendments to the Outstanding Securities.

         

            

        The Outstanding Securities are hereby amended to delete or modify all provisions inconsistent with the amendment to the Indenture effected by this Supplemental Indenture,
          and each Global Security shall be deemed supplemented, modified and amended in such manner as necessary to make the terms of such Global Security consistent with the terms of the Indenture, as amended by this Supplemental Indenture.  To the
          extent of any conflict between the terms of the Global Security and the terms of the Indenture, as amended by this Supplemental Indenture, the terms of the Indenture, as amended by this Supplemental Indenture, shall govern and be controlling.

         

        

        
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        ARTICLE THREE

         

        

        MISCELLANEOUS PROVISIONS

         

          

        SECTION 301.          Trustee.

         

            

        The Trustee accepts the amendments of the Indenture effected by this Supplemental Indenture and agrees to execute the trust created by the Indenture as hereby amended, but
          only upon the terms and conditions set forth in the Indenture, including the terms and provisions defining and limiting its liabilities and responsibilities in the performance of the trust created by the Indenture as hereby amended.  Without
          limiting the generality of the foregoing, the Trustee shall not be responsible in any manner whatsoever for or with respect to any of the recitals or statements contained herein, all of which recitals or statements are made solely by the Company,
          and the Trustee makes no representation with respect to any such matters.  Additionally, the Trustee makes no representation or warranty as to the validity or sufficiency of this Supplemental Indenture.  For the avoidance of doubt, the Trustee,
          by executing this Supplemental Indenture in accordance with the terms of the Indenture, does not agree to undertake additional actions nor does it consent to any transaction beyond what is expressly set forth in this Supplemental Indenture, and
          the Trustee reserves all rights and remedies under the Indenture, as amended by this Supplemental Indenture.

         

          

        SECTION 302.          Capitalized Terms.

         

        

        Capitalized terms used herein and not otherwise defined herein are used with the respective meanings ascribed to such terms in the Indenture.  The words “herein,” “hereof”
          and “hereby” and other words of similar import used in this Supplemental Indenture refer to this Supplemental Indenture as a whole and not to any particular section hereof.

         

          

        SECTION 303.          Provisions Binding on Successors.

         

        

        All of the covenants, stipulations, promises and agreements made in this Supplemental Indenture by each of the parties hereto shall bind its successors and assigns whether
          so expressed or not.

         

          

        SECTION 304.          Effect of Headings.

         

        

        The Article and Section headings herein are for convenience only and shall not affect the construction hereof.

         

          

        SECTION 305.          Governing Law.

         

            

        This Supplemental Indenture shall be deemed to be a contract made under the law of the State of New York and for all purposes shall be construed in accordance with the law
          of said State.

         

        

        
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        SECTION 306.          Counterparts.

         

            

        This Supplemental Indenture may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall
          together constitute but one and the same instrument.  This Supplemental Indenture shall become effective and constitute a binding agreement between the parties hereto when counterparts hereof shall have been executed and delivered by each of the
          parties hereto.

         

        

        SECTION 307.          Separability Clause.

         

            

        In case any provision in this Supplemental Indenture shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall
          not in any way be affected or impaired thereby.

         

        

        SECTION 308.          Conflicts.

              

            

        To the extent of any inconsistency between the terms of the Indenture and this Supplemental Indenture, the terms of this Supplemental Indenture will control.  If any
          provision hereof limits, qualifies or conflicts with another provision hereof or of the Indenture which is required to be included in the Indenture by any of the provisions of the Trust Indenture Act, such required provisions shall control.

         

        

        SECTION 309.          Entire Agreement.

         

            

        This Supplemental Indenture, together with the Indenture, constitutes the entire agreement of the parties hereto with respect to the amendments to the Indenture set forth
          herein.

         

        

         [SIGNATURE PAGE FOLLOWS]

         

        

        
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        IN WITNESS WHEREOF, the parties hereto have executed this Second Supplemental Indenture as of the date first above written.

        

        

        
          	 	
                  ANADARKO HOLDING COMPANY

                   
	 	
                  By:

                	/s/ Bernard F. Figlock, III
	 	
                  Name:

                	
                  Bernard F. Figlock, III

                
	 	
                  Title:

                	
                  Vice President and Treasurer

                
	 	 	 
	 	
                  By:

                	/s/ Nicole E. Clark
	 	
                  Name:

                	
                  Nicole E. Clark

                
	 	
                  Title:

                	
                  Vice President and Secretary

                
	 	 	 
	 	
                  ANADARKO FINANCE COMPANY

                   
	 	
                  By:

                	/s/ Bernard F. Figlock, III
	 	
                  Name:

                	
                  Bernard F. Figlock, III

                
	 	
                  Title:

                	
                  Vice President and Treasurer

                
	 	 	 
	 	
                  By:

                	/s/ Nicole E. Clark
	 	
                  Name:

                	
                  Nicole E. Clark

                
	 	
                  Title:

                	
                  Vice President and Secretary

                
	 	 	 
	 	
                  ANADARKO PETROLEUM CORPORATION, as Guarantor

                   
	 	
                  By:

                	/s/ Marcia E. Backus
	 	
                  Name:

                	
                  Marcia E. Backus

                
	 	
                  Title:

                	
                  Senior Vice President

                
	 	 	 
	 	
                  By:

                	/s/ Nicole E. Clark
	 	
                  Name:

                	
                  Nicole E. Clark

                
	 	
                  Title:

                	
                  Vice President and Secretary

                
	 	 	 


           

          

          
            
              


          

          	 	
                  THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee

                   
	 	
                  By:

                	/s/ Valere Boyd

                
	 	
                  Name:

                	Valere Boyd

                
	 	
                  Title:

                	Vice President