Exhibit 10.9
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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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THIRD SUPPLEMENTAL INDENTURE
Dated as of March 27, 1998
to
INDENTURE
Dated as of December 1, 1994
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13 1/2% Senior Notes due 2004
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THIRD SUPPLEMENTAL INDENTURE
THIRD SUPPLEMENTAL INDENTURE (this "Supplemental Indenture"), dated as
of March 27, 1998, by and among Ocean Energy, Inc., a Delaware corporation (the
"Company"), Ocean Energy, Inc., a Louisiana corporation and wholly owned
subsidiary of the Company ("OEI Sub"), and State Street Bank and Trust Company,
as trustee (the "Trustee").
RECITALS
WHEREAS, the Company, as issuer, and OEI Sub, as subsidiary guarantor,
have heretofore executed and delivered to the Trustee an Indenture, dated as of
December 1, 1994, as supplemented by the First Supplemental Indenture, dated as
of September 19, 1996, among the Company, OEI Sub and Fleet National Bank
(formerly known as Shawmut Bank Connecticut, National Association) and the
Second Supplemental Indenture, dated as of July 14, 1997, among the Company, OEI
Sub and the Trustee, as successor in interest to Fleet National Bank (the
"Indenture"), providing for the issuance of an aggregate principal amount of
$125,000,000 of 13 1/2% Senior Notes due 2004 (the "Notes"); and
WHEREAS, pursuant to the terms of that certain Agreement and Plan of
Merger, dated as of December 22, 1997, as amended by Amendment No. 1 thereto,
dated as of January 7, 1998, and Amendment No. 2 thereto, dated as of February
20, 1998 (as amended, the "Merger Agreement"), among OEI Holding Corporation, a
Delaware corporation, United Meridian Corporation, a Delaware corporation
("UMC"), and the Company, UMC has merged (the "Merger") with and into the
Company, with the Company as the surviving entity; 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(e) 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 make any provisions with
respect to matters or questions arising under the Indenture; provided that such
action shall not adversely affect the interests of the Holders in any material
respect.
NOW THEREFORE, in consideration of the foregoing and for other good and
valuable consideration, the receipt of which is 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. Confirmation of Guarantee by OEI Sub. OEI Sub hereby expressly
confirms that, after the 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
(ii) the prompt payment in full of 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
upon 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.
3. Ratification of Indenture; Supplemental Indentures 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 heretofore or hereafter
authenticated and delivered shall be bound hereby.
4. 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.
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
only and shall not effect the construction thereof.
[signature page follows]
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 Delaware corporation
By: /s/ Xxxxxx X. Xxxx
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Name: Xxxxxx X. Xxxx
Title: Executive Vice President
- Administration
STATE STREET BANK AND TRUST
COMPANY, as Trustee
By: /s/ X.X. Xxxxxx
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Name: XXXXXXXXX X. XXXXXX
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Title: VICE PRESIDENT
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SUBSIDIARY GUARANTOR:
OCEAN ENERGY, INC., a Louisiana corporation
By: /s/ Xxxxxx X. Xxxx
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Name: Xxxxxx X. Xxxx
Title: Executive Vice President
- Administration
