Exhibit 10.12
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OCEAN ENERGY, INC.,
a Delaware corporation,
successor by merger to
UNITED MERIDIAN CORPORATION,
as Issuer,
OCEAN ENERGY, INC.,
a Louisiana corporation,
successor by merger to
UMC PETROLEUM CORPORATION,
a Delaware corporation,
as Subsidiary Guarantor,
and
U.S. BANK TRUST NATIONAL ASSOCIATION,
as Trustee
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SECOND SUPPLEMENTAL INDENTURE
Dated as of March 27, 1998
to
INDENTURE
Dated as of October 30, 1995
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10.375% Senior Subordinated Notes due 2005
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SECOND SUPPLEMENTAL INDENTURE
SECOND SUPPLEMENTAL INDENTURE (this "Supplemental Indenture"), dated as
of March 27, 1998, by and among Ocean Energy, Inc., a Delaware corporation (the
"Company"), as successor by merger to United Meridian Corporation, a Delaware
corporation ("UMC"), Ocean Energy, Inc., a Louisiana corporation and wholly
owned subsidiary of the Company ("OEI Sub"), as successor by merger to UMC
Petroleum Corporation, a Delaware corporation ("UMC Sub"), and U.S. Bank Trust
National Association, formerly known as First Trust of New York, National
Association, as trustee (the "Trustee").
RECITALS
WHEREAS, UMC, as issuer, and UMC Sub, as subsidiary guarantor, have
heretofore executed and delivered to the Trustee an Indenture, dated as of
October 30, 1995, as supplemented by the First Supplemental Indenture, among
UMC, UMC Sub and First Trust of New York, National Association, successor to
Bank of Montreal Trust Company, as Trustee, dated as of November 4, 1997 (the
"Indenture"), providing for the issuance of an aggregate principal amount of
$150,000,000 of 10.375% Senior Subordinated Notes due 2005 (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, UMC, and the Company, UMC has merged (the "Merger") with
and into the Company, with the Company as the surviving entity; and
WHEREAS, in connection with the Merger, UMC Sub has merged with and
into OEI Sub, with OEI Sub as the surviving corporation (the "Sub Merger" and,
together with the Merger, the "Mergers"); and
WHEREAS, pursuant to the Section 6.18 of the Merger Agreement, the
Company has assumed all of the obligations of UMC under the Indenture, as
permitted under Section 8.1 thereof; and
WHEREAS, pursuant to the Sub Merger, OEI Sub has assumed UMC Sub's
obligations under the Indenture, as permitted by Section 13.2(b) thereof; and
WHEREAS, pursuant to Section 9.1(a) and 9.1(g) 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 of the Notes (the
"Holders") to evidence succession of another Person to the Company or any
Subsidiary Guarantor and the assumption by any such successor of, respectively,
the covenants of the Company contained in the Indenture and in the Securities or
of the covenants and agreements of such Subsidiary Guarantor contained in the
Indenture, the Securities and the Subsidiary Guarantee of such Subsidiary
Guarantor.
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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. Assumption by the Company. The Company hereby (i) expressly assumes
all of the covenants and other obligations of UMC under the Securities and the
Indenture, and (ii) succeeds to, and becomes substituted for, and may exercise
every right and power of, UMC 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. Assumption by OEI Sub. OEI Sub hereby expressly assumes (i) UMC Sub's
Subsidiary Guarantee set forth in Article XIII of the Indenture and in a
notation to the Securities, (ii) the due and punctual performance and observance
of all of the covenants and conditions of the Indenture to be performed by UMC
Sub, and (iii) all covenants and agreements of UMC Sub contained in the
Indenture, in the Securities and in the Subsidiary Guarantee of UMC Sub.
4. Change of Corporate Name. Any and all references in the Indenture to
UNITED MERIDIAN CORPORATION or the "Company," shall be deemed henceforth to
refer to OCEAN ENERGY, INC., a Delaware corporation, and any and all references
in the Indenture to UMC PETROLEUM CORPORATION shall be deemed henceforth to
refer to OCEAN ENERGY, INC., a Louisiana corporation.
5. Designation of Unrestricted Subsidiaries. The Company's Board of
Directors has designated Havre Pipeline Company, LLC, an indirect Subsidiary of
the Company, and Lion GPL, S.A., an indirect Subsidiary of the Company, 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 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.
7. Governing Law. THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE
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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 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 effect 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 Delaware corporation
By: /s/ Xxxxxx X. Xxxx
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Name: Xxxxxx X. Xxxx
Title: Executive Vice President - Administration
U.S. BANK TRUST NATIONAL
ASSOCIATION, as Trustee
By: /s/ Xxxxxxxx X Xxxxxxxx
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Name: XXXXXXXX X XXXXXXXX
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Title ASSISTANT 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
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