EX-4.2 3 oas-ex42x63013xq2.htm EXHIBIT
EXHIBIT 4.2
THIRD SUPPLEMENTAL INDENTURE
THIS THIRD SUPPLEMENTAL INDENTURE (this "Su pplemental Indenture"), dated as of June 18, 2013, among Oasis Midstream Services LLC (the "New Subsidiary Guarantor"), a subsidiary of Oasis Petroleum Inc., a Delaware corporation (the "Co mpany"), the existing Subsidiary Guarantors (as defined in the Indenture referred to herein), the Company, and U.S. Bank Nationa l Association, as trustee under the Indenture referred to herein (the "Tr ustee"). The New Subsid i ary Guarantor and the existing Subsidiary Guarantors are sometimes referred to collectively herein as the "Subsidiary Guarantors," or individually as a "Subsidiary Guaran to r."
WITNESSETH
WHEREAS, the Company and the existing Subsidiary Guarantors have heretofore executed and delivered to the Trustee an indenture, dated as of November 10, 2011, by and between the Company and the Trustee, as amended and supp l emented by the First Supplemental Indenture thereto, dated as of November 10, 2011, and the Second Supplemental Indenture thereto, dated as of July 2, 2012, by and among the Company, the Subsidiary Guarantor s parties thereto and the Trustee (the "Indenture"), providing for the is s uance of the Company's 6.5% Senior Notes du e 202 1 and 6.875% Senior Notes du e 2023 (together, the "Securities");
WHEREAS, Section 11 17 of the Ind e ntur e ob l igates the Company to cause certain Restricted Subsidiaries to become Subsidiary Guarantors by executing a supplemental indenture as provided in s uch Section; and
WHEREAS, pursuant to Section1001 of the Indenture, the Company, the Subsidiary Guarantors and the Trustee are authorized to execute and deliver thi s Supplemental Indenture to amend or supplement the Indenture without the consent of any Holder;
NOW THEREFORE, to comply with the provisions of the Ind enture and in consideration of the foregoing and for other good and valuable consideration, the receipt of which i s hereb y acknowledged, the New Sub s idiary Guarantor, the othe r Subsidiary Guarantors, the Company
and the Trustee mutually covenant and agree for the equa l and ratable benefit of the Holders of the Securitie s as follows:
1. CAPITALIZED TERMS. Capitalized term s used herein without definition s hall have the meaning s ass i gned to them in the Indenture.
2. AGREEMENT TO GUARANTEE. T he New Subsidiary Guarantor her eby agrees, jo in tly and severally, with all other Subs idi ary Guarantors, to fully and unconditi o nally Guarantee t o each Holder and to the T rustee the Obligations, to the extent set forth in Article Sixteen of the Indenture and subject to the provi s ion s thereof. The obligations of th e Subsidiary Guarantors to the Holders of Securities and to the Trus tee pursuant to the Subsidiary Guarantees and th e Inde nture are exp r ess l y set fo rth in Article Sixteen of the Indenture and r eference is her eby made t o such Article for th e preci se terms of the Subsidiary Guarante es.
3. NEW YORK LAW TO GOV ERN. T H E LAW S O F T H E STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONST R UE AND ENFO R CE TH IS SUPPLEMENTAL INTDENTURE.

4. COUNTERPARTS. The parties may sign any number of copies of this Supplementa l Indenture. Each signed copy shall be an original, but all of them to gether represent the same agreement. This Supplemental Indenture may be executed in multiple counterparts which, when taken together, shal l cons titute one instrument.
5. EFFECT O F H E ADINGS. The Section headings herein are for convenience on l y and shall not affect the construction h ereof.
6. THE TR U STEE. Exce pt as otherwise expressly provided herein, no duties, re sponsibil itie s or liabilities are assumed, or shall be construed t o be assumed, by the Trustee by reason of this Supplemental Indenture. This Supplemental Indenture is executed and accep ted by the Trustee s ub ject to all the t erms and conditions set forth in the Indenture with the same force and effect as if those terms and conditions were repeated at length herein and made applicable to the Trustee with respect hereto.
[Remaind e r of Page Int e ntionall y L ef t Blank. Signatur e Page Follows.]

IN WITNESS WHEREOF, the parties hereto h ave caused this Third Supplemental Indentur e t o b e duly executed and attested, all as of th e date fi rst above written.
NEW SUBSIDIARY GUARANTOR:
OASIS MIDSTREAM SERVICES LLC

| By: | /s/ Thomas B. Nusz
| Name: | Thomas B. Nusz
| Title: | President and Chief Executive Officer

E XI S TI NG S UBSIDI A R Y GU ARANTORS:
OASIS PETROLEUM LLC
OASIS PETROLEUM NORTH AMERICA LLC
OAS I S WELL SERVICES LLC
OAS I S PETROLEUM MARKETING LLC

| By: | /s/ Thomas B. Nusz
| Name: | Thomas B. Nusz
| Title: | President and Chief Executive Officer

C O MPANY:
OASIS PETROLEUM INC.

| By: | /s/ Thomas B. Nusz
| Name: | Thomas B. Nusz
| Title: | President and Chief Executive Officer

T R USTEE:
U.S. BANK NATIONAL ASSOCIATION,
as Trustee

| By: | /s/ Steven A. Finklea
|  | Authorized Signatory