SECOND SUPPLEMENTAL INDENTURE
Exhibit 4.6
SECOND SUPPLEMENTAL INDENTURE dated as of November 24, 2009 (the “Supplemental Indenture”),
between XXXXXX PETROLEUM COMPANY, a Delaware corporation (the “Company”), having its principal
office at 000 Xxxxx Xxxxx Xxxxxx, Xxxxxxx, Xxxxxxxxxxx 00000, the undersigned Subsidiary Guarantors
(herein so called), and AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC, as trustee (the “Trustee”).
WHEREAS, there has heretofore been executed and delivered to the Trustee an Indenture dated as
of March 15, 2004 between the Company, the Subsidiary Guarantors and the Trustee (as the same may
have been amended or supplemented from time to time by one or more indentures supplemental thereto
entered into pursuant to the applicable provisions thereof, the “Indenture”), providing for the
issuance of the Company’s 9.75% Senior Notes due 2010, Series B (the “Securities” or the “Notes”);
WHEREAS, the Company originally issued $200,000,000 in aggregate principal amount of the Notes
pursuant to the Indenture;
WHEREAS, Section 9.2 of the Indenture provides that the Company, the Subsidiary Guarantors and
the Trustee may amend certain terms and provisions of the Indenture or the Notes with the written
consent of the Holders of at least seventy-five percent (75%) in aggregate principal amount of the
Notes then outstanding;
WHEREAS, the Company has offered (the “Offer”) to exchange any and all of the outstanding
Notes for certain new notes and capital stock issued by the Company upon the terms and subject to
the conditions set forth in the Offer to Exchange and Consent Solicitation Statement, dated October
20, 2009 (as the same may be amended or supplemented from time to time), from each Holder of the
Notes;
WHEREAS, the Offer is conditioned upon, among other things, certain amendments to the
Indenture and to the Notes set forth in Article One, Article Two and Article Three of this
Supplemental Indenture (the “Amendments”) having been approved by Holders of at least 75% in
aggregate principal amount of the outstanding Notes (and a supplemental indenture in respect
thereof having been executed and delivered), provided that the Amendments will not become operative
until Notes have been accepted for exchange pursuant to the Offer;
WHEREAS, the Company has received and delivered to the Trustee the consents from Holders of at
least 75% in aggregate principal amount of the outstanding Notes (“Consenting Holders”) to effect
the Amendments; and
WHEREAS, all acts, conditions, proceedings and requirements necessary to make this
Supplemental Indenture a valid, binding and legal agreement enforceable in accordance with its
terms for the purposes expressed herein, in accordance with its terms, have been duly done and
performed;
NOW THEREFORE, this Supplemental Indenture witnesseth that, for and in consideration of the
premises, the Company and the Trustee agree as follows for the equal and ratable benefit of the
Holders of the Securities:
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ARTICLE I
EFFECTIVENESS
EFFECTIVENESS
SECTION 1.1. Effectiveness. This Supplemental Indenture shall become effective as of the date
hereof.
ARTICLE II
AMENDMENTS TO INDENTURE
AMENDMENTS TO INDENTURE
SECTION 2.1. Amendments to Indenture.
(a) The Table of Contents of the Indenture is amended by deleting the titles to Sections 3.1
— 3.13, 3.16 — 3.25 and 4.1 and inserting in lieu thereof in each place the phrase
“[intentionally omitted]”.
(b) Sections 1.1 and 1.2 of the Indenture are amended by deleting all definitions of terms,
and references to definitions of terms, that are used exclusively in the text of the Indenture
and/or the Notes that are being eliminated by this Supplemental Indenture.
(c) Sections 3.1 — 3.13 of the Indenture are amended by deleting the text of each such
Section in its entirety and inserting in lieu thereof the phrase “[intentionally omitted]”.
(d) Section 3.14(a) of the Indenture is amended by deleting the text of such Section in its
entirety and inserting in lieu thereof the phrase “[intentionally omitted]”.
(e) Sections 3.16 — 3.25 of the Indenture are amended by deleting the text of each such
Section in its entirety and inserting in lieu thereof the phrase “[intentionally omitted]”.
(f) Section 4.1 of the Indenture is amended by deleting the text of such Section in its
entirety and inserting in lieu thereof the phrase “[intentionally omitted]”.
(g) Section 6.1(b) of the Indenture is amended by deleting the text of such Section in its
entirety and inserting in lieu thereof the phrase “[intentionally omitted]”.
(h) Section 6.1(c)(i) of the Indenture is amended by deleting the text of such Section in its
entirety and inserting in lieu thereof the phrase “[intentionally omitted]”.
(i) Section 6.1(d) of the Indenture is amended by deleting the text of such Section in its
entirety and inserting in lieu thereof the phrase “[intentionally omitted]”.
(j) Section 6.1(e) of the Indenture is amended by deleting the text of such Section in its
entirety and inserting in lieu thereof the phrase “[intentionally omitted]”.
(k) Section 6.1(f) of the Indenture is amended by deleting the text of such Section in its
entirety and inserting in lieu thereof the phrase “[intentionally omitted]”.
(l) Section 6.1(g) of the Indenture is amended by deleting the text of such Section in its
entirety and inserting in lieu thereof the phrase “[intentionally omitted]”.
(m) Section 6.1(h) of the Indenture is amended by deleting the text of such Section in its
entirety and inserting in lieu thereof the phrase “[intentionally omitted]”.
(n) Sections 10.1 — 10.4 of the Indenture are amended by deleting the text of each such
Section in its entirety and inserting in lieu thereof the phrase “[intentionally omitted]”, and
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as of the date hereof and after giving effect to this Supplemental Indenture, the parties signing
below as Subsidiary Guarantors shall be released and discharged from any obligations and
indebtedness under the Indenture, including any guarantee of the Obligations (as defined in the
Indenture) and shall no longer be or be deemed to be parties to the Indenture.
ARTICLE III
MISCELLANEOUS
MISCELLANEOUS
SECTION 3.1 Elimination of Certain Provisions in the Notes.
The Notes are deemed to be amended as follows:
(a) Section 4 of the Notes is amended by deleting the text of the last paragraph of such
Section; and
(b) Subsections (b), (c)(i), and (d) — (h) of Section 12 of the Notes are amended by deleting
the text of each such subsection in its entirety and inserting in lieu thereof the phrase
“[intentionally omitted]”.
ARTICLE IV
MISCELLANEOUS
MISCELLANEOUS
SECTION 4.1 Instruments To Be Read Together. This Supplemental Indenture is an indenture
supplemental to and in implementation of the Indenture, and said Indenture and this Supplemental
Indenture shall henceforth be read together.
SECTION 4.2 Confirmation. The Indenture as amended and supplemented by this Supplemental
Indenture is in all respects confirmed and preserved.
SECTION 4.3 Terms Defined. Capitalized terms used in this Supplemental Indenture and not
otherwise defined herein shall have the respective meanings set forth in the Indenture.
SECTION 4.4 Headings. The headings of the Articles and Sections of this Supplemental
Indenture have been inserted for convenience of reference only, and are not to be considered a part
hereof and shall in no way modify or restrict any of the terms and provisions hereof.
SECTION 4.5 Governing Laws. This Supplemental Indenture shall be governed by, and construed
in accordance with, the laws of the State of New York.
SECTION 4.6 Multiple Originals. 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. One signed copy is enough to prove this Supplemental Indenture.
SECTION 4.7 Compliance with the Trust Indenture Act. This Supplemental Indenture shall be
interpreted to comply in every respect with the Trust Indenture Act of 1939, as amended (the
“TIA”). If any provision of this Supplemental Indenture limits, qualifies or conflicts with the
duties imposed by the TIA, the imposed duties shall control.
SECTION 4.8 Responsibility of Trustee. The recitals contained herein shall be taken as the
statements of the Company, and the Trustee assumes no responsibility for their correctness. The
Trustee makes no representations as to the validity or sufficiency of this Supplemental Indenture,
except that the Trustee is duly authorized to execute and deliver this Supplemental Indenture.
[Signature Page Follows]
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IN WITNESS WHEREOF, the parties hereto have caused this Second Supplemental Indenture to be
duly executed, all as of the date first written above.
| XXXXXX PETROLEUM COMPANY |
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| By: | /s/ X. X. Xxxxxxxxx | |||
| Name: | X. X. Xxxxxxxxx | |||
| Title: | Executive Vice President and Chief Financial Officer | |||
| Subsidiary Guarantors: XXXXXX PETROLEUM OPERATING COMPANY |
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| By: | /s/ X. X. Xxxxxxxxx | |||
| Name: | X. X. Xxxxxxxxx | |||
| Title: | Executive Vice President and Chief Financial Officer | |||
| XXXXXX OFFSHORE PRODUCTION, INC. |
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| By: | /s/ X. X. Xxxxxxxxx | |||
| Name: | X. X. Xxxxxxxxx | |||
| Title: | Executive Vice President and Chief Financial Officer | |||
| MISSISSIPPI MARKETING, INC. |
||||
| By: | /s/ X. X. Xxxxxxxxx | |||
| Name: | X. X. Xxxxxxxxx | |||
| Title: | Executive Vice President and Chief Financial Officer | |||
| AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC, as Trustee |
||||
| By: | /s/ XXXXXXX X. XXXXXX | |||
| Name: | XXXXXXX X. XXXXXX | |||
| Title: | VICE PRESIDENT | |||
[Signature Page — Second Supplemental Indenture]
