EXHIBIT 4.7
DEVON ENERGY CORPORATION
AND
CHASE BANK OF TEXAS, NATIONAL ASSOCIATION
TRUSTEE
FIFTH SUPPLEMENTAL INDENTURE
DATED AS OF
AUGUST 17, 1999
TO
INDENTURE
DATED AS OF
DECEMBER 15, 1992
THIS FIFTH SUPPLEMENTAL INDENTURE (this "Supplemental Indenture"),
dated as of August 17, 1999, between Devon Energy Corporation, a Delaware
corporation (the "Company") (as successor by merger to PennzEnergy Company, a
Delaware corporation (formerly Pennzoil Company)), and Chase Bank of Texas,
National Association, a national banking association, incorporated and existing
under the laws of the United States of America (formerly known as Texas Commerce
Bank National Association), as Trustee (the "Trustee"), supplements the
Indenture dated as of December 15, 1992 (the "Indenture"), between the Company
and the Trustee, pursuant to which the Company's 4.90% Exchangeable Senior
Debentures due 2008 and 4.95% Exchangeable Senior Debentures due 2008 (the
"Securities") were issued and are currently outstanding.
RECITALS
WHEREAS, PennzEnergy Company ("PennzEnergy"), Devon Energy
Corporation, an Oklahoma corporation, Devon Delaware Corporation, a Delaware
corporation and a wholly owned subsidiary of Devon Energy Corporation ("Devon
Delaware"), and Devon Oklahoma Corporation, an Oklahoma corporation and a wholly
owned subsidiary of Devon Delaware, entered into an Amended and Restated
Agreement and Plan of Merger, dated as of May 19, 1999 (the "Merger Agreement"),
pursuant to which, on August 17, 1999 (the "Closing Date"), PennzEnergy merged
with and into Devon Delaware, with Devon Delaware surviving (the "Merger");
WHEREAS, Devon Delaware's name was changed to Devon Energy
Corporation;
WHEREAS, Section 801(1) of the Indenture requires that the Person into
which the Company is merged shall expressly assume, by a supplemental indenture,
executed and delivered to the Trustee, the due and punctual payment of the
principal of (and premium, if any) and interest (including all Additional
Amounts) on all the Securities and the performance of every covenant of the
Indenture on the part of the Company to be performed or observed.
WHEREAS, consistent with the terms of the Indenture, the Company has
duly determined to make, execute and deliver to the Trustee this Supplemental
Indenture providing for the assumption by the Company of the obligations under
the Indenture and the Securities;
NOW, THEREFORE, THIS SUPPLEMENTAL INDENTURE WITNESSETH:
In consideration of the premises and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, and
pursuant to Section 801(1) of the Indenture, the parties hereto hereby agree,
for the benefit of the respective Holders from time to time of the Securities,
as follows:
SECTION ONE
DEFINITIONS
Capitalized terms used and not otherwise defined herein have the
respective meanings assigned to such terms in the Indenture.
SECTION TWO
ASSUMPTION
The Company hereby expressly assumes the due and punctual payment of the
principal of (and premium, if any) and interest (including all Additional
Amounts, if any) on all the Securities and the performance of every covenant of
the Indenture and all supplements to the Indenture on the part of the Company to
be performed or observed.
SECTION THREE
RATIFICATION
Except as expressly amended and supplemented herein, the Indenture, as
heretofore supplemented, shall remain unchanged and in full force and effect.
This Supplemental Indenture shall be construed as supplemental to the Indenture
and shall form a part thereof.
SECTION FOUR
GOVERNING LAW
This Supplemental Indenture shall be governed by and construed in
accordance with the laws of the State of New York applicable to agreements made
and to be performed therein.
SECTION FIVE
COUNTERPARTS
This instrument 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.
2
SECTION SIX
THE TRUSTEE
The Trustee shall not be responsible in any manner whatsoever for or
in respect of the validity or sufficiency of this Supplemental Indenture or for
or in respect of the recitals contained herein, all of which recitals are made
solely by the Company.
[SIGNATURE PAGE TO FOLLOW]
3
IN WITNESS WHEREOF, Devon Energy Corporation has caused this Fifth
Supplemental Indenture to be duly executed and its seal to be affixed hereunto
and the same to be attested by its Secretary or an Assistant Secretary, and
Chase Bank of Texas, National Association, as Trustee, has caused this Fifth
Supplemental Indenture to be signed by one of its duly authorized officers as of
the day and year first above written.
DEVON ENERGY CORPORATION
[SEAL] By /s/ Xxxxxxx X. Xxxxxx
--------------------------------
Name: Xxxxxxx X. Xxxxxx
Title: Vice President-Finance
Attest:
/s/ Xxxxxx X. Xxxx
------------------------------
Name: Xxxxxx X. Xxxx
Title: Corporate Secretary
CHASE BANK OF TEXAS, NATIONAL
ASSOCIATION, Trustee
[SEAL] By /s/ Xxxxx Xxxxxx
---------------------------------
Name: Xxxxx Xxxxxx
Title: Assistant Vice President
Attest: and Trust Officer
/s/ Xxxxxxx X. Xxxxxx
------------------------------
Name: Xxxxxxx X. Xxxxxx
Title: Vice President and
Trust Officer
[SIGNATURE PAGE TO FIFTH SUPPLEMENTAL INDENTURE]
