EX-4.1



 Exhibit 4.1 

DEVON ENERGY CORPORATION 
 to 

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

as Trustee 
  

 
 Supplemental
Indenture No. 4 
 Dated as of March 22, 2018 

to 
 Indenture 

Dated as of March 1, 2002 

As supplemented by Supplemental Indenture No. 1 

Dated as of March 25, 2002 
  

 
 7.95% Senior
Debentures due 2032 
 SUPPLEMENTAL INDENTURE NO. 4 dated as of March 22, 2018 (this “Fourth Supplemental Indenture”),
between DEVON ENERGY CORPORATION, a corporation duly organized and existing under the laws of the State of Delaware (herein called the “Company”), and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. (as successor to The Bank of New York),
a New York banking corporation, as Trustee (herein called the “Trustee”). 
 RECITALS OF THE COMPANY 

The Company has heretofore delivered to the Trustee an Indenture dated as of March 1, 2002 (the “Senior Indenture”), providing
for the issuance from time to time of Debt Securities of the Company (the “Debt Securities”), as supplemented by Supplemental Indenture No. 1 (the “First Supplemental Indenture”), dated as of March 25, 2002 (together
with the Senior Indenture, the “Indenture”), pursuant to which the Company has issued its 7.95% Senior Debentures due 2032 (the “Debentures”). 

Section 12.02 of the Senior Indenture permits the Company and the Trustee to enter into an indenture supplemental to the Senior Indenture
for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, the Senior Indenture, subject to certain conditions, including the consent of the Holders of at least a majority in aggregate principal
amount of the affected Debt Securities then outstanding. 







 The Holders of at least a majority in aggregate outstanding principal amount of the Debentures
have duly consented to certain proposed amendments to the Indenture (the “Proposed Amendments”) as set forth in the Offer to Purchase and Consent Solicitation Statement of the Company, dated as of March 7, 2018 (as amended or
supplemented from time to time, the “Offer to Purchase”), relating to the Company’s tender offers and consent solicitations with respect to the Debentures and certain other securities of the Company (collectively, the “Tender
Offers and Consent Solicitations”), and the Company, in accordance with Section 12.02 of the Senior Indenture, is undertaking to execute and deliver this Fourth Supplemental Indenture to effectuate the Proposed Amendments. 

The Board of Directors of the Company has authorized and approved the execution and delivery of this Fourth Supplemental Indenture. 

All the conditions and requirements necessary to make this Fourth Supplemental Indenture, when duly executed and delivered, a valid and
legally binding agreement in accordance with its terms and for the purposes herein expressed, have been performed and fulfilled. 
 NOW,
THEREFORE, THIS INDENTURE WITNESSETH: 
 For and in consideration of the foregoing and for other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, the Company and the Trustee mutually covenant and agree for the equal and ratable benefit of the Holders as follows: 

ARTICLE I 
 RELATION
TO SENIOR INDENTURE; DEFINITIONS 
 SECTION 1.1 RELATION TO SENIOR INDENTURE. This Fourth Supplemental Indenture constitutes
an integral part of the Indenture. The provisions set forth in this Fourth Supplemental Indenture shall be effective solely in respect of the Debentures and not any other series of Debt Securities under the Senior Indenture. 

SECTION 1.2 DEFINITIONS. Capitalized terms used but not defined herein shall have the respective meanings assigned to them in the
Senior Indenture. 
 ARTICLE II 

AMENDMENTS AND WAIVERS 

SECTION 2.1 AMENDMENTS TO THE INDENTURE. Effective and operative immediately prior to Company’s payment to the Depositary of an
amount of money sufficient to pay the aggregate consideration for all Debentures validly tendered and accepted pursuant to the Tender Offers and Consent Solicitations (and the acceptance of consents of the Holders representing at least a majority in
aggregate principal amount of the Debentures then outstanding) in accordance with the terms set forth in the Offer to Purchase: 
  

	 	i.	The Indenture is hereby amended to delete Section 2.11 of the First Supplemental Indenture (Events of Default) in its entirety; 


  
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	 	ii.	The Indenture is hereby amended to replace (i) “30 nor more than 60 days” in the first sentence of Section 4.04 of the Senior Indenture (Notice of Redemption) with “three Business Days” and (ii)
“60 days” in the second sentence of Section 4.02 of the Senior Indenture (Election to Redeem; Notice to Trustee) with “five Business Days”); 


 

	 	iii.	The Indenture is hereby amended to delete Section 6.06 of the Senior Indenture (Limitations on Liens) in its entirety; 

  

	 	iv.	The Indenture is hereby amended to delete clause (c) of Section 8.01 of the Senior Indenture (Events of Default) in its entirety; 


 

	 	v.	The Indenture is hereby amended to (i) delete the first two sentences of Section 10.02 of the Senior Indenture (Reports by Trustee and Company) and replace them with “The Company shall comply with
Section 314(a)(1) of the Trust Indenture Act, provided that no reports, documents or other information shall be required to be delivered pursuant to Section 10.02 to the extent that such reports, documents or other information are
available on EDGAR.” and (ii) delete the second paragraph of Section 10.02 of the Senior Indenture (Reports by Trustee and Company) in its entirety; and 


 

	 	vi.	The Indenture is hereby amended to delete clause (c) of Section 11.01 of the Senior Indenture (Company May Consolidate, Etc. Only on Certain Terms) in its entirety. 


ARTICLE III 

MISCELLANEOUS 

SECTION 3.1 RATIFICATION OF INDENTURE; FOURTH SUPPLEMENTAL INDENTURE PART OF INDENTURE. Except as expressly modified or amended
hereby, the Senior Indenture continues in full force and effect and is in all respects ratified, confirmed and preserved. 
  

	 	i.	This Fourth Supplemental Indenture shall form a part of the Indenture for all purposes and in the event of a conflict between the terms and conditions of the Indenture and the terms and conditions of this Fourth
Supplemental Indenture, as they relate to the Debentures, then the terms and conditions of this Fourth Supplemental Indenture shall prevail; 

  

	 	ii.	The failure to comply with the terms of any of the sections of the Indenture deleted pursuant to Section 2.1 of this Fourth Supplemental Indenture shall no longer constitute a Default or an Event of Default under
the Indenture and shall no longer have any other consequence under the Indenture; 


  
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	 	iii.	The Global Securities with respect to the Debentures include certain of the provisions in the Indenture deleted or amended pursuant to Section 2.1 of this Supplemental Indenture. Upon the effective date of this
Fourth Supplemental Indenture, such provisions of the Global Securities shall be deemed deleted or amended as applicable; and 

  

	 	iv.	All definitions set forth in Section 1.01 of the Senior Indenture or Section 1.2 of the First Supplemental Indenture that relate to defined terms used solely in sections deleted by this Fourth Supplemental
Indenture are hereby deleted in their entirety and all references in the Indenture to sections deleted by this Fourth Supplemental Indenture are hereby deleted in their entirety. 


SECTION 3.2 GOVERNING LAW. This Fourth Supplemental Indenture shall be governed by and construed in accordance with the laws of the
State of New York. This Fourth Supplemental Indenture is subject to the provisions of the Trust Indenture Act of 1939, as amended, and shall, to the extent applicable, be governed by such provisions. 

SECTION 3.3 COUNTERPARTS. This Fourth 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. 
 SECTION 3.4
RECITALS. The recitals contained herein shall be taken as statements of the Company, and the Trustee assumes no responsibility for their correctness. The Trustee makes no representations as to the validity or sufficiency of this Fourth
Supplemental Indenture. 
 [signature page follows] 

  
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 IN WITNESS WHEREOF, the parties hereto have caused this Fourth Supplemental Indenture to be duly
executed by their respective officers hereunto duly authorized, all as of the day and year first written above. 
  

			
	DEVON ENERGY CORPORATION
		
	By:	 	 /s/ Alana D. Tetrick

		 	Name: Alana D. Tetrick
		 	Title: Vice President, Corporate Finance and Treasurer
	
	THE BANK OF NEW YORK MELLON
	TRUST COMPANY, N.A.,
	as Trustee
		
	By:	 	 /s/ R. Tarnas

		 	Name: R. Tarnas
		 	Title: Vice President