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EXHIBIT 99.7
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OCEAN ENERGY, INC.,
A DELAWARE CORPORATION,
SUCCESSOR BY MERGER TO
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
U.S. BANK TRUST NATIONAL ASSOCIATION,
AS TRUSTEE
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SECOND SUPPLEMENTAL INDENTURE
DATED AS OF MAY 9, 2001
TO
INDENTURE
DATED AS OF JULY 8, 1998
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8 3/8% SENIOR SUBORDINATED NOTES DUE 2008
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SECOND SUPPLEMENTAL INDENTURE
SECOND SUPPLEMENTAL INDENTURE (this "SUPPLEMENTAL INDENTURE"), dated as
of May 9, 2001, by and among Ocean Energy, Inc., a Delaware corporation (the
"COMPANY"), as successor by merger to Ocean Energy, Inc. (formerly known as
Seagull Energy Corporation), a Texas corporation ("OLD OCEAN"), Ocean Energy,
Inc., a Louisiana corporation and wholly-owned subsidiary of the Company ("OEI
SUB"), as subsidiary guarantor, and U.S. Bank Trust National Association, as
trustee (the "TRUSTEE").
RECITALS
WHEREAS, under the terms of the Agreement and Plan of Merger, dated as
of November 24, 1998, as amended by Amendment No. 1 thereto, dated as of
December 9, 1998 and between Ocean Energy, Inc., a Delaware corporation ("OLD
OEI") and Old Ocean, Old OEI merged with and into Old Ocean, with Old Ocean as
the surviving entity, and changing its name from "Seagull Energy Corporation" to
"Ocean Energy, Inc.;" and
WHEREAS, Old OEI, as issuer, and OEI Sub, as subsidiary guarantor,
executed and delivered to the Trustee an Indenture, dated as of July 8, 1998
(the "INDENTURE"), providing for the issuance of the aggregate principal amount
of $250,000,000 of 8 3/8% Senior Subordinated Notes due 2008; and
WHEREAS, Old Ocean, as successor by merger to Old OEI, and OEI Sub, as
subsidiary guarantor, executed and delivered the First Supplemental Indenture,
dated as of March 30, 1999 (the "FIRST SUPPLEMENTAL INDENTURE;" together with
the Indenture, the "INDENTURE"), to the Trustee, providing for the assumption of
Old OEI's covenants and obligations under the Indenture by Old Ocean and the
confirmation of the Subsidiary Guarantee by OEI Sub; and
WHEREAS, under the terms of the Agreement and Plan of Merger, dated as
of March 30, 2001, by and between Old Ocean and the Company, Old Ocean has
merged with and into the Company, with the Company as the surviving entity (the
"MERGER"); and
WHEREAS, in connection with the Merger, the Company wishes to assume
all of the obligations of Old Ocean under the Indenture, as required under
Section 8.1(a) thereof; and
WHEREAS, under Section 8.1 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, under 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 Ocean and the assumption by any such successor of Old
Ocean's covenants 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
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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 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 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 Ocean for the due and punctual payment of the
principal of (and premium, if any, on) and interest on the Securities and the
performance and observance of every covenant of the Indenture on the part of Old
Ocean, to be performed or observed, and (ii) succeeds to, and becomes
substituted for, and may exercise every right and power of, Old Ocean 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 Old OEI, or Old Ocean or the "Company," will be deemed
henceforth to refer to Ocean Energy, Inc., a Delaware corporation.
5. 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 forms 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.
All prior designations by Old Ocean of "Restricted Subsidiaries," "Subsidiary
Guarantors," or "Unrestricted Subsidiaries" or other designations shall continue
in effect until changed by the Company in accordance with the Indenture as
modified by this Supplemental Indenture.
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6. Governing Law. THIS SUPPLEMENTAL INDENTURE WILL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD
TO PRINCIPLES OF CONFLICTS OF LAWS.
7. Trustee Makes No Representation. The Trustee makes no representation
as to the validity or sufficiency of this Supplemental Indenture.
8. Counterparts. The parties may sign any number of copies of this
Supplemental Indenture. Each signed copy will be an original, but all of them
together represent the same agreement.
9. Effect of Headings. The Section headings herein are for convenience
only and shall not affect the construction thereof.
[Signature page follows]
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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/ Xxxxxxx X. Xxxxxxxxxx
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Xxxxxxx X. Xxxxxxxxxx,
Senior Vice President - Finance,
Treasury & Corporate Development
U.S. BANK TRUST NATIONAL ASSOCIATION,
as Trustee
By: /s/ X. X. Xxxxxxx Xx.
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Name: X. X. Xxxxxxx Xx.
SUBSIDIARY GUARANTOR:
OCEAN ENERGY, INC., a Louisiana corporation
By: /s/ Xxxxxxx X. Xxxxxxxx
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Name: Xxxxxxx X. Xxxxxxxx
Title: Executive Vice President and
Chief Financial Officer
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