EX-4.15 2 oas-12312017xex415.htm EXHIBIT 4.15
SIXTH SUPPLEMENTAL INDENTURE
This SIXTH SUPPLEMENTAL INDENTURE (this “Sixth Supplemental Indenture”), dated as of October 25, 2017, among (i) OMS Holdings LLC, a Delaware limited liability company (“OMS Holdings”) and an indirect subsidiary of Oasis Petroleum Inc., a Delaware corporation (the “Company”), (ii) OMP GP LLC, a Delaware limited liability company and indirect subsidiary of the Company (the “General Partner” and, together with OMS Holdings, the “New Guarantors”), (iii) the Company, (iv) the existing Subsidiary Guarantors (as defined in the Indenture referred to herein) and (v) U.S. Bank National Association, as trustee under the Indenture referred to below (or its permitted successor, the “Trustee”).
W I T N E S S E T H
WHEREAS, the Company has heretofore executed and delivered to the Trustee an Indenture, dated as of February 2, 2011 (the “Base Indenture”), by and between the Company and the Trustee, as amended and supplemented by the First Supplemental Indenture thereto, dated as of February 2, 2011, by and among the Company, the Subsidiary Guarantors parties thereto and the Trustee, the Second Supplemental Indenture thereto, dated as of September 19, 2011, by and among the Company, the Subsidiary Guarantors parties thereto and the Trustee, the Third Supplemental Indenture thereto, dated as of June 18, 2013, by and among the Company, the Subsidiary Guarantors parties thereto and the Trustee, the Fourth Supplemental Indenture thereto, dated as of September 24, 2013, by and among the Company, the Subsidiary Guarantors parties thereto and the Trustee, and the Fifth Supplemental Indenture thereto, dated as of October 26, 2015, by and among the Company, the Subsidiary Guarantors parties thereto and the Trustee (the Base Indenture, as so amended and supplemented, the “Indenture”), providing for, among other things, the issuance of the Company’s 7.25% Senior Notes due 2019 and 6.875% Senior Notes due 2022 (together, the “Notes”);
WHEREAS, the Indenture provides that under certain circumstances the New Subsidiary Guarantors shall execute and deliver to the Trustee a supplemental indenture pursuant to which each of the New Subsidiary Guarantors shall become a Subsidiary Guarantor; and
WHEREAS, pursuant to Section 9.1 of the Indenture, the Trustee is authorized to execute and deliver this Sixth Supplemental Indenture.
NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the New Subsidiary Guarantors, the Company, the existing Subsidiary Guarantors and the Trustee mutually covenant and agree for the equal and ratable benefit of the Holders of the Notes as follows:
1. CAPITALIZED TERMS. Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.
2. AGREEMENT TO GUARANTEE. Each of the New Subsidiary Guarantors hereby agrees to provide an unconditional Securities Guarantee on the terms and subject to the conditions set forth in the Indenture including but not limited to Article Fourteen thereof.
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3. EXECUTION AND DELIVERY. The Subsidiary Guarantee of each of the New Subsidiary Guarantors shall remain in full force and effect notwithstanding any failure to endorse on each Note a notation of such Subsidiary Guarantee.
4. NO RECOURSE AGAINST OTHERS. No past, present or future director, officer, employee, incorporator, stockholder, member, manager or partner of any of the New Subsidiary Guarantors, as such, shall have any liability for any obligations of the Company or the New Subsidiary Guarantors under the Notes, the Subsidiary Guarantees, the Indenture or this Sixth Supplemental Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder of the Notes by accepting a Note waives and releases all such liability.
5. NEW YORK LAW TO GOVERN. THE LAW OF THE STATE OF NEW YORK WILL GOVERN AND BE USED TO CONSTRUE AND ENFORCE THIS SIXTH SUPPLEMENTAL INDENTURE.
6. COUNTERPARTS. The parties may sign any number of copies of this Sixth Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement.
7. EFFECT OF HEADINGS. 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 in respect of the validity or sufficiency of this Sixth Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the New Subsidiary Guarantors and the Company.
[SIGNATURE PAGE FOLLOWS]
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IN WITNESS WHEREOF, the parties hereto have caused this Sixth Supplemental Indenture to be duly executed and attested, all as of the date first above written.
NEW SUBSIDIARY GUARANTORS:
OMS HOLDINGS LLC
By:_/s/ Michael H. Lou_______________
Name: Michael H. Lou
Title: Executive Vice President and CFO
OMP GP LLC
By:_/s/ Richard N. Robuck_____________
Name: Richard N. Robuck
Title: Senior Vice President and CFO
EXISTING SUBSIDIARY GUARANTORS:
OASIS PETROLEUM LLC
OASIS PETROLEUM NORTH AMERICA LLC
OASIS WELL SERVICES LLC
OASIS PETROLEUM MARKETING LLC
OASIS MIDSTREAM SERVICES LLC
By:_/s/ Michael H. Lou________________
Name: Michael H. Lou
Title: Executive Vice President and CFO
COMPANY:
OASIS PETROLEUM INC.
By:_/s/ Michael H. Lou________________
Name: Michael H. Lou
Title: Executive Vice President and CFO
TRUSTEE:
U.S. BANK NATIONAL ASSOCIATION,
as Trustee
By:_/s/ Melissa Vachon_________________
Authorized Signatory
SIGNATURE PAGE TO
SIXTH SUPPLEMENTAL INDENTURE