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OCEAN ENERGY, INC.,
a Texas corporation,
successor by merger to
OCEAN ENERGY, INC.
a Delaware corporation,
as Issuer,
OCEAN ENERGY, INC.,
a Louisiana corporation,
as Subsidiary Guarantor,
and
NORWEST BANK MINNESOTA, NATIONAL ASSOCIATION,
as Trustee
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FIRST Supplemental Indenture
Dated as of March 30, 1999
to
Indenture
Dated as of July 8, 1998
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7 5/8% Senior Notes due 2005
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FIRST SUPPLEMENTAL INDENTURE
FIRST SUPPLEMENTAL INDENTURE (this "SUPPLEMENTAL INDENTURE"), dated as
of March 30, 1999, by and among Ocean Energy, Inc., a Texas corporation (the
"COMPANY"), as successor by merger to Ocean Energy, Inc., a Delaware corporation
("OLD OEI"), Ocean Energy, Inc., a Louisiana corporation and wholly-owned
subsidiary of the Company ("OEI-SUB"), as subsidiary guarantor, and Norwest Bank
Minnesota, National Association, as trustee (the "TRUSTEE").
RECITALS
WHEREAS, Old OEI, as issuer, OEI-Sub, as subsidiary guarantor, and the
Trustee are parties to that certain Indenture, dated as of July 8, 1998 (the
"INDENTURE"), providing for the issuance of an aggregate principal amount of
$125,000,000 of 7-5/8% Senior Notes due 2005; and
WHEREAS, pursuant to the terms of that certain Agreement and Plan of
Merger, dated as of November 24, 1998, as amended by Amendment No. 1 thereto,
dated as of December 9, 1998 (as so amended, the "MERGER AGREEMENT"), by and
between Old OEI and the Company (formerly known as Seagull Energy Corporation),
Old OEI has merged (the "MERGER") with and into the Company, with the Company as
the surviving entity, and the Company has changed its name from "Seagull Energy
Corporation" to "Ocean Energy, Inc."; and
WHEREAS, pursuant to the Merger Agreement, the Company has assumed all
of the obligations of Old OEI under the Indenture, as required under Section
5.01 thereof; and
WHEREAS, pursuant to Section 9.01(b) of the Indenture, the Company, the
Subsidiary Guarantors and the Trustee may enter into one or more supplemental
indentures without the consent of any Holders to provide for the assumption of
the obligations of Old OEI under the Indenture by a Successor upon the merger of
Old OEI.
NOW THEREFORE, in consideration of the foregoing and for other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the Company, OEI-Sub and the Trustee mutually covenant and agree
for the equal and ratable benefit of the Holders as follows:
1. Definitions. Capitalized terms used herein without definition shall
have the meanings assigned to them in the Indenture. For all purposes of this
Supplemental Indenture, except as otherwise herein expressly provided or unless
the context otherwise requires, the words "herein," "hereof" and "hereby" and
other words of similar import used in this Supplemental Indenture refer to this
Supplemental Indenture as a whole and not to any particular section hereof.
2. Assumption by the Company. The Company hereby (i) expressly assumes
all the obligations of Old OEI under the Indenture and the Notes, and (ii)
becomes substituted for, and may exercise every right and power of, Old OEI
under the Indenture with the same effect as if the Company had originally been
named as the issuer of the Notes under the Indenture.
3. Change of Corporate Name. Any and all references in the Indenture
and Notes to OCEAN ENERGY, INC., a Delaware corporation, or the "Company," shall
be deemed henceforth to refer to OCEAN ENERGY, INC., a Texas corporation.
4. Governing Law. THE INTERNAL LAWS OF THE STATE OF NEW YORK, WITHOUT
REGARD TO CONFLICT OF LAWS PRINCIPLES THEREOF, SHALL GOVERN AND BE USED TO
CONSTRUE THIS SUPPLEMENTAL INDENTURE.
5. Trustee Makes No Representation. The Trustee makes no representation
as to the validity or sufficiency of this Supplemental Indenture.
6. Counterparts. The parties may sign any number of copies of this
Supplemental Indenture. Each signed copy shall be an original, but all of them
together represent the same agreement.
7. Effect of Headings. The Section headings herein are for convenience
of reference only, are not to be considered a part hereof and shall in no way
modify or restrict any of the terms or provisions hereof.
IN WITNESS WHEREOF, the parties hereto have caused this Supplemental
Indenture to be duly executed as of the date first above written.
OCEAN ENERGY, INC., a Texas corporation
By:
Name:
Title:
NORWEST BANK MINNESOTA, NATIONAL ASSOCIATION,
as Trustee
By:
Name:
Title:
SUBSIDIARY GUARANTOR:
OCEAN ENERGY, INC., a Louisiana corporation
By:
Name:
Title: