exv4w19



 





Exhibit 4.19



 

 








DEVON OEI OPERATING, INC.

as Issuer,




DEVON ENERGY PRODUCTION COMPANY, L.P.

as Successor Guarantor




and




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

as Trustee



 




FIRST SUPPLEMENTAL INDENTURE




Dated as of December 31, 2005



 




Supplementing the Indenture dated as of September 28, 2001




4 3/8% Senior Notes due 2007




7 1/4% Senior Notes due 2011




 

 








 









 












     This FIRST SUPPLEMENTAL INDENTURE, dated as of December 31, 2005 (this “First Supplemental
Indenture”), is by and among Devon OEI Operating, Inc. (f/k/a Ocean Energy, Inc.), a Delaware
corporation (the “Company”), Devon Energy Production Company, L.P., an Oklahoma limited
partnership (the “Guarantor”), and The Bank of New York Trust Company, N.A., as successor
to The Bank of New York, as trustee (the “Trustee”).



RECITALS OF THE COMPANY




     WHEREAS, the Company and Devon Louisiana Corporation (f/k/a Ocean Energy, Inc.), a Louisiana
corporation (“OEI Sub”), executed and delivered to the Trustee the Senior Indenture, dated
as of September 28, 2001 (the “Indenture”); and



     WHEREAS, the Company has issued, pursuant to the Indenture, two series of notes, its 71/4%
Senior Notes due 2011 and its 4-3/8% Senior Notes due 2007 (collectively, the “Securities”)
and payment thereof has been guaranteed by OEI Sub as and to the extent set forth in Article
Thirteen of the Indenture; and



     WHEREAS, the Guarantor is the surviving entity of the merger (the “Merger”) of OEI Sub
with and into the Guarantor that occurred on December 31, 2005; and



     WHEREAS, Section 13.3 of the Indenture, requires the Person (if other than OEI Sub) surviving
a merger involving OEI Sub to assume, pursuant to a supplemental indenture in a form reasonably
satisfactory to the Trustee, all of the obligations of OEI Sub under the Securities and the
Indenture.



     NOW, THEREFORE, the Company, the Guarantor and the Trustee mutually covenant and agree:



ARTICLE 1

ASSUMPTION




     The Guarantor hereby assumes all of the obligations of OEI Sub under the Securities and the
Indenture.



ARTICLE 2

MISCELLANEOUS PROVISIONS




     2.1 Relation to the Indenture. The provisions of this First Supplemental Indenture
shall become effective as of the effective time of the Merger. This First 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 First
Supplemental Indenture. The Indenture and this First Supplemental Indenture shall be read, taken
and construed together as one instrument.



     2.2 Responsibility for Recitals, Etc. The recitals in this First 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 First Supplemental Indenture.




     2.3 Provisions Binding on Guarantor’s Successors. All of the covenants, stipulations,
promises and agreements in this First Supplemental Indenture by the Guarantor shall bind its
successors and assigns, whether so expressed or not.



     2.4 New York Contract. THIS FIRST 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 First 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 First
Supplemental Indenture shall have the respective meanings assigned to them in the Indenture.



[Signature page follows]




3









 








     IN WITNESS WHEREOF, the Company, the Guarantor and the Trustee have caused this First
Supplemental Indenture to be duly executed as of the date first above written.



	 	 	 	 	 	 	 
	 	 	DEVON OEI OPERATING,
INC.,
 a Delaware corporation	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Jeffrey A. Agosta
 

Jeffrey A. Agosta
	 	 
	 

	 	Title:
	 	Vice President and Treasurer	 	 
	 
	 	 	 	 	 	 
	 	 	DEVON ENERGY PRODUCTION COMPANY, L.P.,
an Oklahoma limited partnership	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Jeffrey A. Agosta
 

Jeffrey A. Agosta
	 	 
	 

	 	Title:
	 	Vice President and Treasurer	 	 
	 
	 	 	 	 	 	 
	 	 	THE BANK OF NEW YORK TRUST COMPANY, N.A., as Trustee	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ John C. Stohlmann
 

John C. Stohlmann
	 	 
	 

	 	Title:
	 	Vice President	 	 







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