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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
STATE STREET BANK AND TRUST COMPANY,
as Trustee
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SECOND Supplemental Indenture
Dated as of March 30, 1999
to
Indenture
Dated as of September 26, 1996
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9 3/4% Senior Subordinated Notes due 2006
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3
007364.0077 DALLAS 200151 v2
SECOND SUPPLEMENTAL INDENTURE
SECOND 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 State Street
Bank and Trust Company, successor-in-interest to Fleet National Bank, as trustee
(the "TRUSTEE").
RECITALS
WHEREAS, Old OEI (then known as Flores & Rucks, Inc., a Delaware
corporation), as issuer, OEI-Sub (then known as Flores & Rucks, Inc., a
Louisiana corporation), as subsidiary guarantor, and the Trustee are parties to
that certain Indenture, dated as of September 26, 1996, as supplemented by the
First Supplemental Indenture, dated as of March 27, 1998, by and among Old OEI,
OEI-Sub and the Trustee (as so supplemented, the "INDENTURE"), providing for the
issuance of an aggregate principal amount of $160,000,000 of 9 3/4% Senior
Subordinated Notes due 2006; 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 8.1
thereof; and
WHEREAS, pursuant to Section 8.1(e) of the Indenture, OEI-Sub is, upon
the occurrence of the Merger, required to execute a supplemental indenture
confirming that its Subsidiary Guarantee shall apply to the obligations of the
Company under the Indenture and the Securities; and
WHEREAS, pursuant to Section 9.1(a) 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 evidence the succession of
another Person to Old OEI and the assumption by any such successor of the
covenants of Old OEI contained in the Indenture and in the Securities.
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 for the due and punctual payment of the principal
of (and premium, if any, on) and interest on all of the Securities and the
performance and observance of every covenant of the Indenture on the part of Old
OEI to be performed or observed, and (ii) succeeds to, and 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
Securities under the Indenture.
3. Confirmation of Guarantee by OEI-Sub. OEI-Sub hereby expressly
confirms that, after consummation of the Merger, its Subsidiary Guarantee set
forth in Article XIII of the Indenture and in a notation to the Securities shall
apply to the obligations of the Company set forth in the Indenture and the
Securities. Such Subsidiary Guarantee includes, without limitation, (i) the full
and prompt performance of the Company's obligations under the Indenture and the
Securities, and (ii) the prompt payment in full of the principal of (premium, if
any, on) and interest on the Securities when due, whether at maturity, by
acceleration, redemption or otherwise, and interest on the overdue principal of
and interest on the Securities, if any, to the extent lawful, and all other
obligations of the Company to the Holders or the Trustee under the Indenture or
under the Securities, all in accordance with the terms of the Indenture and the
Securities.
4. Change of Corporate Name. Any and all references in the Indenture
and the Securities to OCEAN ENERGY, INC., a Delaware corporation, or the
"Company," shall be deemed henceforth to refer to OCEAN ENERGY, INC., a Texas
corporation.
5. Designation of Unrestricted Subsidiaries. The Company's Board of
Directors has designated Texneft, Inc. and Thousand Oaks Dev. Corp. J.V. to be
"Unrestricted Subsidiaries" under the Indenture. The Company hereby files with
the Trustee the Board Resolution giving effect to such designations, which is
attached hereto as Exhibit A.
6. Ratification of Indenture; Supplemental Indenture Part of Indenture.
Except as expressly amended hereby, the Indenture is in all respects ratified
and confirmed and all the terms, conditions and provisions thereof shall remain
in full force and effect. This Supplemental Indenture shall form a part of the
Indenture for all purposes, and every Holder of Securities heretofore or
hereafter authenticated and delivered under the Indenture shall be bound hereby.
7. Governing Law. THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD
TO PRINCIPLES OF CONFLICTS OF LAWS.
8. Trustee Makes No Representation. The Trustee makes no representation
as to the validity or sufficiency of this Supplemental Indenture.
9. Counterparts. The parties may sign any number of copies or
counterparts of this Supplemental Indenture. Each signed copy shall be an
original, but all of them together represent the same agreement.
10. Effect of Headings. The Section headings herein are for convenience
only and shall not affect the construction thereof.
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:
STATE STREET BANK AND TRUST COMPANY, as Trustee
By:
Name:
Title:
SUBSIDIARY GUARANTOR:
OCEAN ENERGY, INC., a Louisiana corporation
By:
Name:
Title: