EXHIBIT 4.1
EXECUTION COPY
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DEVON ENERGY PRODUCTION COMPANY, L.P.
AS SUCCESSOR TO THE ISSUER
AND
THE BANK OF NEW YORK
AS TRUSTEE
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SECOND SUPPLEMENTAL INDENTURE
DATED AS OF OCTOBER 31, 2002
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SUPPLEMENTING THE INDENTURE DATED AS OF JUNE 1, 1999
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This SECOND SUPPLEMENTAL INDENTURE, dated as of October 31, 2002 (this
"Second Supplemental Indenture"), is between Devon Energy Production Company,
L.P., an Oklahoma limited partnership (the "Company"), and The Bank of New York,
a New York banking corporation, as trustee (the "Trustee").
RECITALS OF THE COMPANY
WHEREAS, the Company will be the surviving entity of the merger (the
"Merger") of Devon SFS Operating, Inc. (f/k/a Santa ▇▇ ▇▇▇▇▇▇ Corporation), a
Delaware corporation ("Devon SFS"), with and into the Company; and
WHEREAS, Section 801 of the Indenture, dated as of June 1, 1999, as
supplemented by the First Supplemental Indenture, dated as of June 14, 1999,
between Devon SFS and the Trustee (as so supplemented, the "Indenture") requires
that the entity (if other than Devon SFS) surviving a merger involving Devon SFS
shall expressly assume, by a supplemental indenture executed and delivered to
the Trustee, the due and punctual payment of the principal of, and any premium
and interest on, all the Securities and the performance or observance of every
other covenant and condition of the Indenture on the part of Devon SFS to be
performed or observed.
NOW, THEREFORE, the Company and the Trustee mutually covenant and
agree:
ARTICLE 1
ASSUMPTION
The Company expressly assumes the due and punctual payment of the
principal of, and any premium and interest on, all the Securities and the
performance or observance of every other covenant and condition of the Indenture
on the part of Devon SFS to be performed or observed. ARTICLE 2 MISCELLANEOUS
PROVISIONS
2.1 Relation to the Indenture. The provisions of this Second
Supplemental Indenture shall become effective as of the effective time of the
Merger. This Second Supplemental Indenture and all terms and provisions
contained in it shall form a part of the Indenture as fully and with the same
effect as if all such terms and provisions had been set forth in the Indenture.
The Indenture is hereby ratified and confirmed in all respects and shall remain
and continue in full force and effect in accordance with the provisions thereof,
as supplemented by this Second Supplemental Indenture. The Indenture and this
Second Supplemental Indenture shall be read, taken and construed together as one
instrument.
2.2 Responsibility for Recitals, Etc. The recitals in this Second
Supplemental Indenture shall be taken as statements of the Company, and the
Trustee assumes no responsibility for the correctness thereof. The Trustee makes
no representations as to the validity or sufficiency of this Second Supplemental
Indenture.
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2.3 Provisions Binding on Company's Successors. All of the covenants,
stipulations, promises and agreements in this Second Supplemental Indenture by
the Company shall bind its successors and assigns, whether so expressed or not.
2.4 New York Contract. THIS SECOND SUPPLEMENTAL INDENTURE SHALL BE
GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK
WITHOUT REGARD TO CONFLICTS OF LAWS AND PRINCIPLES THEREOF.
2.5 Execution and Counterparts. This Second Supplemental Indenture may
be executed with counterpart signature pages, each of which shall be an original
but both of which shall together constitute but one and the same instrument.
2.6 Capitalized Terms. Capitalized terms not otherwise defined in this
Second Supplemental Indenture shall have the respective meanings assigned to
them in the Indenture.
[Signature page follows]
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IN WITNESS WHEREOF, the Company and the Trustee have caused this Second
Supplemental Indenture to be duly executed as of the date first above written.
DEVON ENERGY PRODUCTION COMPANY, L.P.
an Oklahoma limited partnership
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Senior Vice President
THE BANK OF NEW YORK, as Trustee
By: /s/ Van ▇. ▇▇▇▇▇
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Name: Van ▇. ▇▇▇▇▇
Title: Vice President
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