EX-4.1 2 oas-ex41x63013xq2.htm EXHIBIT
EXHIBIT 4.1
THIRD SUPPLEMENTAL INDENTURE
THIS THIRD SUPPLEME NT AL I NDEN T URE (th is "Third Supplemental Indenture"), dated as of June 18, 2013, is by and among (i) Oasis Midstream Services LLC, a Delaware limited liability company (the "New Subsidiary Guarantor''), a subsidiary of Oasis Petroleum Inc., a Delawar e Corporation (the "Co mpany"), (ii) the Company, (iii) the existing Subsidiary Guarantors (as defined in the Indenture r efer red to herein) and U.S. Bank Nat ional A ssocia t io n, as trustee under the Indenture referr e d to below (or it s permitted successor, the "Tru stee").
WITN ESSETH
WHEREAS, the Company bas heretofore executed and delivered to the Tru s t ee an Indenture, dated as of February 2, 2011, by and between the Company and the Trustee, as amended and supplemented by the First Supplemental Indenture thereto, dated as of Fe bruary 2, 2011, and the Second Supplemental Indenture thereto, dated as of September 19, 2011, b y and among the Company, the Subsidiary Guaran to rs parties thereto and the Trustee (the "In denture"), providin g, among other things, for the issuance of the Company's 7.25% Senior Notes due 2019 (the "Notes");
WHEREAS, the Indenture provid es that under certain circumstance s the Ne w Subsidiary Guarantor shall execute and deliver to the Trustee a supplemental indenture pur s uant to which the New Subsidiary Guarantor shall become a Subsidiary Guarantor; and
WHEREAS, pursuant to Section 9.1 of the Ind e nture, the Company, the Subsidiary Guarantors and the Trustee are authorized to execute and deliver this Third Supplemental Indenture.
NOW, THEREFORE, in consideration of the foregoing and for other good and val uable consideration, the receipt of which is hereby acknowledged, the New Subsidiary Guarantor, the Company, the existing Subsidiary Guarantors and the Trustee mutually covenant and agree for the equal and ratable benefit of the Holder s of the No tes as follows:
1. CAPITALI ZE D TERMS. Capi tal ize d terms u sed h e rein without definition shall have th e meanings assigned to them in the lnd en ture.
2. AGREEMENT TO G UA RA N T EE. T he New Subsidiary Guarantor h e r eby ag r ees to provide an unconditi ona l Guarantee o n the tem1s and s ubject to the conditions s et forth in the Indenture includ ing but not limit e d t o Articl e Fourteen thereof.
3. EXE CUT ION AND DELIV E RY. The Subsidiary Guarantee of the New Subsidiary Gu a rantor shall remain in full force and effec t notwithstanding any fai lur e t o e ndor se on each Note a notation of s uch Subsidiary Guarantee.
4. NO RE COU RS E AG AINS T O THERS. No past, present or future director, officer, employee, incorporator, stockholde r, member, manager or partner of the New Subsidiary Gu ara n tor, as such, shal l hav e any li abi lit y f or any obligatio ns of the Company o r the New Sub s idiary Guarantor under th e N otes, the Sub s idiary Guarantee, the Ind enture or thi s T hird Supplemental Indenture or for any cla im b as ed on, in respect of, or by re ason of, s uch obligations or their creation. Each Ho l der of the Notes b y accepting a Note waives and rel eases all such liability. The waiver and release are part of the consideration for issuance of the Notes.
5. NEW YORK LAW TO GOVERN. THE LAW OF THE STATE OF NEW YORK WILL GOVERN AND BE USED TO CONSTRUE AND ENFORCE THIS THIRD SUPPLEMENTAL INTDENTURE.

6. COUNTERPARTS. The parties may s ign any number of copies of this Third Supplemental Indenture. Eac h signed copy shal l be an origin al, bu t all of them t ogether represen t the same agreement.
7. EFFECT OF HEADINGS as. The Section headings herein are for convenience only and shall not affect the construction hereof.
8. THE TRUSTEE. The Trustee shall not be responsible in any manner whatsoever for or i n respect of the validity or sufficiency of this Third Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made so lely by the New Subsidiary Guarantor and the Company.
[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, the parties h ereto have caused this Third S uppl emental Ind e nture to be duly executed and attested, all as of the date first above written.
NEW SUBSIDIARY GUARANTOR:
OASIS MIDSTREAM SERVICES LLC

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

EXISTING SUBSIDIARY GUARANTORS:
OASIS PETROLEUM LLC
OASIS PETROLEUM NORTH AMERICA LLC
OASIS WELL SERVICES LLC
OASIS PETROLEUM MARKETING LLC

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

COMPANY:
OASIS PETROLEUM INC.

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

TRUSTEE:
U.S. BANK NATIONAL ASSOCIATION, as Trustee

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