Execution Version
WHEREAS, Section 4.15 of the Indenture provides that if, after the Issue Date, any Restricted Subsidiary of OMP, or its successor (including any Subsidiary acquired or created after the Issue Date) that is not already a Guarantor, (1) guarantees any Indebtedness of an issuer of the Notes or any Guarantor or (2) is a Domestic Subsidiary and is an obligor with respect to any Indebtedness under any Debt Facility, then, in either case, that Restricted Subsidiary will become a Guarantor by executing a supplemental indenture in substantially the form of Exhibit E to the Indenture and delivering an Officer’s Certificate and an Opinion of Counsel satisfactory to the Trustee, in each case within 30 Business Days after the date that Subsidiary guaranteed or became obligated with respect to such Indebtedness;
WHEREAS, Section 10.03 of the Indenture provides that, in the event the issuers of the Notes or any of its Restricted Subsidiaries creates or acquires any Subsidiary after the Issue Date, if required by Section 4.15 of the Indenture, the issuers of the Notes will cause such Subsidiary to comply with the provisions of Section 4.15 and Article 10 of the Indenture, to the extent applicable; and
WHEREAS, Section 9.01 of the Indenture permits, without the consent of any Holder of the Notes, the issuers of the Notes, the Guarantors and the Trustee to amend or supplement the Indenture, the Notes or the Note Guarantees to (i) to provide for the assumption of an issuer’s or a Guarantor’s obligations to holders of Notes and Note Guarantees in the case of a merger or consolidation, (ii) to add any additional Guarantor or to evidence the release of any Guarantor from its Note Guarantee or (iii) to provide for the consummation of any transaction permitted by Section 5.01 of the Indenture; and
WHEREAS, Section 9.01 of the Indenture provides that, upon the request of the issuers of the notes authorizing the execution of any amended or supplemental indenture in accordance with Section 9.01 of the Indenture, and upon receipt by the Trustee of the documents described in Section 7.02 of the Indenture, subject to Section 9.05, the Trustee will join with the issuers of the Notes and the Guarantors in the execution of any amended or supplemental indenture authorized or permitted by the terms of the Indenture and to make any further appropriate agreements and stipulations that may be therein contained.
NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Company, the Finance Corp., each entity qualifying as a Guarantor immediately prior to the execution of this Supplemental Indenture, each Guaranteeing Subsidiary and the Trustee mutually covenant and agree for the equal and ratable benefit of the Holders of the Notes as follows:
1. CAPITALIZED TERMS. Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.
2. ASSUMPTION OF THE NOTES. Effective simultaneously with the consummation of the CMLP Mergers and the Finance Merger:
(a) Pursuant to, and in accordance with, the requirements of Article 5 of the Indenture, the Company hereby assumes from OMP and undertakes to perform, pay or discharge all obligations of OMP, in lieu of and in substitution for OMP, arising from the terms, covenants, conditions and provisions of the Indenture, including the due and punctual payment of the principal of (and premium, if any) and interest on all the Notes and the performance of every covenant of the Indenture on the part of OMP to be performed or observed. Pursuant to, and in accordance with, Section 5.02 of the Indenture, the provisions of the Indenture referring to the “Company” shall refer to the Company. The Company shall succeed to, and be substituted for, and may exercise every right and power of, OMP under the Indenture with the same effect as if the Company had been named as OMP therein. Pursuant to Section 5.02 of the Indenture, OMP is hereby discharged and released from all of its obligations and covenants under the Indenture and the Notes.
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