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EXHIBIT 4.1
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OCEAN ENERGY, INC.,
Issuer,
OCEAN ENERGY, INC.,
Subsidiary Guarantor,
U.S. $125,000,000
13 1/2% SENIOR NOTES DUE 2004
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Second Supplemental Indenture
Dated as of July 14, 1997
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STATE STREET BANK AND TRUST COMPANY,
Trustee
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Second Supplemental Indenture to Indenture, dated as of
December 1, 1994, as amended by the First Supplemental Indenture thereto, dated
as of September 19, 1996, between Xxxxxx & Xxxxx, Inc., as issuer, certain
subsidiary guarantors and Fleet National Bank, as trustee.
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SECOND SUPPLEMENTAL INDENTURE (the "Supplemental Indenture"), dated as
of July 14, 1997, by and between OCEAN ENERGY, INC., a Delaware corporation
(the "Company"), formerly Xxxxxx & Xxxxx, Inc., OCEAN ENERGY, INC., a Louisiana
corporation (the "Subsidiary Guarantor"), formerly Xxxxxx & Xxxxx, Inc. and
STATE STREET BANK AND TRUST COMPANY, a Massachusetts bank and trust company,
successor in interest to Fleet National Bank, as Trustee, under the Indenture
hereinafter mentioned (in such capacity, the "Trustee").
WHEREAS, the Company and the Trustee have heretofore executed and
delivered to each other an Indenture, dated as of December 1, 1994, pursuant to
which the Company issued U.S. $125,000,000 principal amount of its 13 1/2%
Senior Notes due 2004 (the "Securities"), as amended by the First Supplemental
Indenture thereto, dated as of September 19, 1996 (as so amended, the
"Indenture"); and
WHEREAS, Section 9.2 of the Indenture provides, that with the consent
of the Holders of not less than a majority in principal amount of the
Outstanding Securities of the Company, when authorized by a Board Resolution,
the Subsidiary Guarantor, when authorized by a Board Resolution, and the
Trustee may enter into an indenture or indentures supplemental to the Indenture
for the purpose of adding any provisions to or changing in any manner or
eliminating any of the provisions of the Indenture or of modifying in any
manner the rights of the Holders under the Indenture (with certain exceptions
not relevant to this Supplemental Indenture); and
WHEREAS, the Company desires and has requested the Trustee to join
with it in entering into this Supplemental Indenture for the purpose of
amending the Indenture in certain respects as permitted by said Section 9.2;
and
WHEREAS, the Company has been soliciting consents to the substance of
this Supplemental Indenture upon the terms and subject to the conditions set
forth in its Offer to Purchase and Consent Solicitation Statement dated June
23, 1997 and the related Consent and Letter of Transmittal (which together
constitute the "Tender Offer"); and
WHEREAS, the Company has (1) filed with the Trustee consents to the
substance of this Supplemental Indenture executed and delivered by the Holders
of not less than a majority in aggregate principal amount of the Securities
then outstanding, (2) delivered to the Trustee an Opinion of Counsel relating
to this Second Supplemental Indenture as contemplated by Section 9.3 of the
Indenture and (3) satisfied all other conditions required under Article IX of
the Indenture to enable the Company and the Trustee to enter into this
Supplemental Indenture.
NOW, THEREFORE, THIS SECOND SUPPLEMENTAL INDENTURE WITNESSETH that,
for and in consideration of the premises and the mutual covenants herein
contained and for other valuable consideration, each party hereto agrees for
the equal and ratable benefit of the Holders of the Securities:
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ARTICLE A
DEFINITIONS
SECTION A.1. The definitions set forth or incorporated by reference in
Article I of the Indenture shall be applicable to this Second Supplemental
Indenture, including the recitals hereto, as fully and to the same extent as if
set forth herein, except as otherwise expressly provided herein.
SECTION A.2. Article I of the Indenture is hereby amended to add the
following term and respective definition:
"Tender Offer" means the tender offer for Securities made by Ocean
Energy, Inc. pursuant to an Offer to Purchase and Consent Solicitation
Statement, dated June 23, 1997, as supplemented by the Supplement thereto,
dated July 7, 1997, and the related Consent and Letter of Transmittal.
SECTION A.3. Article I of the Indenture is hereby amended to delete
in their entirety all terms and their respective definitions for which all
references are eliminated in the Indenture as a result of the amendments set
forth in Article D.
ARTICLE B
EFFECTIVENESS
SECTION B.1. The provisions of this Second Supplemental Indenture
shall be and become operative upon the date that the Company accepts
Securities for purchase pursuant to the Tender Offer.
ARTICLE C
ENDORSEMENT AND CHANGE OF FORM OF SECURITIES
SECTION C.1. Any Securities authenticated and delivered after the
close of business on the date that this Second Supplemental Indenture becomes
effective in substitution for Securities then outstanding and all Securities
presented or delivered to the Trustee on and after that date for such purpose
shall be stamped, imprinted or otherwise legended by the Trustee, with a
notation as follows:
"Effective as of July 24, 1997, certain restrictive covenants of the
Company, certain Events of Default and certain remedies of Holders have been
eliminated or limited, as provided in the Second Supplemental Indenture, dated
as of July 24, 1997. Reference is hereby made to said Second Supplemental
Indenture, copies of which are on file with the Trustee, for a description of
the amendments made therein."
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ARTICLE D
AMENDMENTS
SECTION D.1. Article X of the Indenture is hereby amended as follows:
(a) Section 10.10 of the Indenture, captioned "Limitation on
Restricted Payments," is hereby deleted in its entirety.
(b) Section 10.11 of the Indenture, captioned "Limitation on
Sale-Leaseback Transactions," is hereby deleted in its entirety.
(c) Section 10.12 of the Indenture, captioned "Limitation on
Indebtedness," is hereby deleted in its entirety.
(d) Section 10.14 of the Indenture, captioned "Limitation on
Issuances and Sales of Capital Stock by Restricted Subsidiaries," is hereby
deleted in its entirety.
(e) Section 10.15 of the Indenture, captioned "Limitation on
Liens," is hereby deleted in its entirety.
(f) Section 10.18 of the Indenture, captioned "Limitation on
Transactions with Affiliates," is hereby deleted in its entirety.
(g) Section 10.19 of the Indenture, captioned "Limitation on
Dividends on Other Payment Restrictions Affecting Restricted Subsidiaries," is
hereby deleted in its entirety.
(h) Section 10.20 of the Indenture, captioned "Limitation on
Conduct of Business," is hereby deleted in its entirety.
SECTION D.2. Article V of the Indenture is hereby amended as follows:
(a) Section 5.1(e) is hereby deleted and the words
"[intentionally omitted]" are substituted in lieu thereof.
(b) Section 5.1(f) is hereby deleted and the words
"[intentionally omitted]" are substituted in lieu thereof.
(c) Section 5.1(h) is hereby deleted and the words
"[intentionally omitted]" are substituted in lieu thereof.
(d) Section 5.1(i) is hereby deleted and the words
"[intentionally omitted]" are substituted in lieu thereof.
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SECTION D.3. Article VIII of the Indenture is hereby amended as
follows:
(a) Section 8.1(c) is hereby deleted and the words
"[intentionally omitted]" are substituted in lieu thereof.
(b) Section 8.1(d) is hereby deleted and the words
"[intentionally omitted]" are substituted in lieu thereof.
(c) Section 8.1(f) is hereby deleted and the words
"[intentionally omitted]" are substituted in lieu thereof.
ARTICLE E
TRUSTEE DISCLAIMER
SECTION E.1. The Trustee has accepted the amendment of the Indenture
effected by this Supplemental Indenture and agrees to execute the trust created
by the Indenture as hereby amended, but only upon the terms and conditions set
forth in the Indenture, including the terms and provisions defining and
limiting the liabilities and responsibilities of the Trustee, and without
limiting the generality of the foregoing, the Trustee shall not be responsible
in any manner whatsoever for or with respect to any of the recitals or
statements contained herein, all of which recitals or statements are made
solely by the Company and the Subsidiary Guarantor, or for or with respect to
(a) the validity or sufficiency of this Supplemental Indenture or any of the
terms or provisions hereof, (b) the proper authorization hereof by the Company
and the Subsidiary Guarantor by corporate action or otherwise, (c) the due
execution hereof by the Company and the Subsidiary Guarantor, (d) the
consequences (direct or indirect and whether deliberate or inadvertent) of any
amendment herein provided for, and the Trustee makes no representation with
respect to any such matters and (e) the validity or sufficiency of the Tender
Offer or the consent solicitation materials or procedure in connection
therewith.
ARTICLE F
MISCELLANEOUS
SECTION F.1. This Second Supplemental Indenture is a supplemental
indenture pursuant to Section 9.2 of the Indenture. Upon execution and
delivery of this Second Supplemental Indenture, the terms and conditions of
this Second Supplemental Indenture shall be part of the terms and conditions of
the Indenture for any and all purposes, shall bind all non-consenting
Securityholders to the extent permitted by Section 9.2 of the Indenture and all
the terms and conditions of both shall be read together as though they
constitute one instrument, except that in case of conflict the provisions of
this Second Supplemental Indenture will control.
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SECTION F.2. Except as they may have been amended and supplemented by
this Second Supplemental Indenture, each and every term and provision of the
Indenture remains in full force and effect.
SECTION F.3. This Second Supplemental Indenture may be executed in any
number of counterparts, each of which so executed shall be deemed to be an
original, but all such counterparts shall together constitute but one and the
same instrument.
SECTION F.4. The Trustee accepts the trusts created by the Indenture,
as supplemented by this Second Supplemental Indenture, and agrees to perform
the same upon the terms and conditions in the Indenture, as supplemented by
this Second Supplemental Indenture.
SECTION F.5. The laws of the State of New York, without regard to the
principles of conflicts of law, shall govern this Second Supplemental Indenture
and the Securities.
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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 and year first
above written.
ISSUER:
OCEAN ENERGY, INC.,
a Delaware corporation
By:
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Name:
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Title:
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SUBSIDIARY GUARANTOR:
OCEAN ENERGY, INC.,
a Louisiana corporation
By:
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Name:
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Title:
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TRUSTEE:
STATE STREET BANK AND TRUST COMPANY
By:
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Name:
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Title:
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