Oasis Petroleum Inc. (Form: 8-K, Received: 10/30/2015 17:22:25)

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 26, 2015

OASIS PETROLEUM INC.
(Exact name of registrant as specified in its charter)



Delaware (State or other jurisdiction of incorporation or organization)	001-34776 (Commission File Number)		80-0554627 (I.R.S. Employer Identification No.)

1001 Fannin Street, Suite 1500 Houston, Texas (Address of principal executive offices)		77002 (Zip Code)

Registrant’s telephone number, including area code: (281) 404-9500

Not Applicable.
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01 Entry into a Material Definitive Agreement.

On October 26, 2015, Oasis Petroleum Inc. (the “ Company ”), certain of the Company’s subsidiaries (the “ Guarantors ”), and U.S. Bank National Association, as trustee (the “ Trustee ”), entered into Supplemental Indentures (the “ Supplemental Indentures ”) respecting amendments (the “ Amendments ”) to the Indentures governing the Company’s outstanding 7.25% Senior Notes due 2019, 6.5% Senior Notes due 2021, and 6.875% Senior Notes due 2023 (collectively, the “ Notes ”) following the Company’s receipt of requisite consents of the holders of the Notes pursuant to consent solicitations in respect of the Notes that commenced on October 6, 2015 (the “ Consent Solicitations ”).

The Amendments amend the basket for secured credit facilities indebtedness in each of the Indentures by (i) adding a provision that allows the Company to incur credit facilities indebtedness up to the amount of the Company’s borrowing base at the time of the incurrence, but not to exceed the current borrowing base of $1.525 billion, and (ii) adding, deleting or revising several related definitions in the Indentures, which changes generally restrict the Company’s ability to incur second-lien indebtedness.

Copies of the Supplemental Indentures are filed as Exhibits 4.1, 4.2 and 4.3 to this Form 8-K and are incorporated herein by reference. The description of the Supplemental Indentures are summaries and are qualified in their entirety by the terms of the respective Indentures and the Supplemental Indentures.

Item 7.01 Regulation FD Disclosure.

On October 26, 2015 the Company issued a press release announcing the successful completion of the Consent Solicitations. The press release is furnished herewith as Exhibit 99.1.

The information furnished pursuant to this Item 7.01, including Exhibit 99.1, shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and will not be incorporated by reference into any filing under the Securities Act of 1933, as amended, unless specifically identified therein as being incorporated therein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits .



Exhibit No.		Description of Exhibit

4.1		Fifth Supplemental Indenture, dated as of October 26, 2015, to Indenture dated as of February 2, 2011, by and among the Company, the Guarantors, and US. Bank National Association, as trustee
4.2		Fourth Supplemental Indenture, dated as of October 26, 2015, to Indenture dated as of November 10, 2011, by and among the Company, the Guarantors, and US. Bank National Association, as trustee
4.3		Fifth Supplemental Indenture, dated as of October 26, 2015, to Indenture dated as of November 10, 2011, by and among the Company, the Guarantors, and US. Bank National Association, as trustee
99.1		Press release dated October 26, 2015.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.



	OASIS PETROLEUM INC.
	(Registrant)



Date: October 30, 2015	By:	/s/ Nickolas J. Lorentzatos
		Nickolas J. Lorentzatos
		Executive Vice President, General Counsel and Corporate Secretary

EXHIBIT INDEX



Exhibit No.		Description of Exhibit

4.1		Fifth Supplemental Indenture, dated as of October 26, 2015, to Indenture dated as of February 2, 2011, by and among the Company, the Guarantors, and US. Bank National Association, as trustee
4.2		Fourth Supplemental Indenture, dated as of October 26, 2015, to Indenture dated as of November 10, 2011, by and among the Company, the Guarantors, and US. Bank National Association, as trustee
4.3		Fifth Supplemental Indenture, dated as of October 26, 2015, to Indenture dated as of November 10, 2011, by and among the Company, the Guarantors, and US. Bank National Association, as trustee
99.1		Press release dated October 26, 2015.

OASIS PETROLEUM INC.,

THE SUBSIDIARY GUARANTORS NAMED HEREIN,

and

U.S. BANK NATIONAL ASSOCIATION, as Trustee

_______________________________

FIFTH SUPPLEMENTAL INDENTURE

Dated as of October 26, 2015

Indenture

Dated as of February 2, 2011

7.25% Senior Notes due 2019

THIS FIFTH SUPPLEMENTAL INDENTURE (this “ Supplemental Indenture ”), dated as of October 26, 2015, is by and among Oasis Petroleum Inc., a Delaware corporation (the “ Company ”), the Subsidiary Guarantors named herein, and U.S. Bank National Association, a national banking association, as trustee (the “ Trustee ”).

WHEREAS, the Company, the Subsidiary Guarantors party thereto and the Trustee have heretofore executed and delivered that certain Indenture, dated as of February 2, 2011 (as heretofore amended and supplemented by the First, Second and Third Supplemental Indentures thereto, the “ Indenture ”);

WHEREAS, on February 2, 2011, the Company issued $400,000,000 in aggregate principal amount of its 7.25% Senior Notes due 2019 (the “ Notes ”);

WHEREAS, $400,000,000 in aggregate principal amount of the Notes is currently Outstanding;

WHEREAS, Section 9.2 of the Indenture provides that, with the consent of the Holders of a majority in aggregate principal amount of the Outstanding Notes, the Company, the Subsidiary Guarantors and the Trustee may enter into an indenture supplemental to the Indenture for the purpose of amending or supplementing the Indenture (subject to certain exceptions set forth therein);

WHEREAS, the execution and delivery of this Supplemental Indenture have been authorized by each of the Company and the Subsidiary Guarantors;

WHEREAS, the Company desires and has requested the Trustee to join with the Company and the Subsidiary Guarantors in entering into this Supplemental Indenture for the purpose of amending the Indenture in certain respects as permitted by Section 9.2 of the Indenture;

WHEREAS, the Company has been soliciting consents to the amendments effected by this Supplemental Indenture upon the terms and subject to the conditions set forth in its Amended and Restated Consent Solicitation Statement dated October 21, 2015 and the related letter of consent (which together, including any amendments, modifications or supplements thereto, constitute the “ Consent Solicitation ”);

WHEREAS, (1) the Company has received the consent of the Holders of a majority in aggregate principal amount of the Outstanding Notes, all as certified by an Officers’ Certificate delivered to the Trustee simultaneously with the execution and delivery of this Supplemental Indenture, (2) the Company has delivered to the Trustee simultaneously with the execution and delivery of this Supplemental Indenture an Opinion of Counsel relating to this Supplemental Indenture as contemplated by Section 9.3 of the Indenture and (3) the Company has satisfied all other conditions required under Article Nine of the Indenture to enable the Company, the Subsidiary Guarantors and the Trustee to enter into this Supplemental Indenture.

NOW, THEREFORE, in consideration of the above premises, each party hereby agrees, for the benefit of the others and for the equal and ratable benefit of the Holders of the Notes, as follows:

ARTICLE I

AMENDMENTS TO THE INDENTURE

Section 1.1 Amendments to the Indenture .

Section 10.10(b)(i) of the Indenture is hereby amended with respect to the Notes to read as follows:

the incurrence by the Company and any Subsidiary Guarantor of Indebtedness under Credit Facilities in an aggregate principal amount at any one time outstanding under this clause (i) (with letters of credit being deemed to have a principal amount equal to the maximum potential liability of the Company and its Restricted Subsidiaries thereunder) not to exceed the greatest of (A) $200.0 million, (B) the sum of $100.0 million plus an amount equal to 25.0% of Adjusted Consolidated Net Tangible Assets of the Company, determined as of the date of the incurrence of such Indebtedness after giving pro forma effect to such incurrence and the application of the proceeds therefrom and (C) the lesser of (x) $1.525 billion and (y) the amount of the Borrowing Base in effect at the time of such incurrence;

Section 1.1 of the Indenture is hereby amended with respect to the Notes by inserting the following defined terms in their appropriate alphabetical order and deleting the defined terms for “Credit Facilities” and “Debt Issuances”:

“ Borrowing Base ” means the “Borrowing Base” as defined in and as determined from time to time pursuant to the Senior Credit Agreement; provided that the Borrowing Base under such Credit Facility is determined on a basis substantially consistent with customary terms for oil and gas secured reserve based loan transactions and has a lender group that includes one or more commercial financial institutions which engage in oil and gas reserve based lending in the ordinary course of their respective businesses.

“ Credit Facility ” means, with respect to the Company or any of its Restricted Subsidiaries, an indebtedness facility or other financing arrangement (including, without limitation, the Senior Credit Agreement, commercial paper facilities, letters of credit facilities, bankers’ acceptances or indentures), in each case with banks or other institutional lenders that engage in making bank loans or similar extensions of credit in the ordinary course, providing for revolving credit loans, term loans, letters of credit, bankers’ acceptances or other borrowings, in each case, as amended, restated, modified, renewed, extended, refunded, replaced or refinanced (in each case, without limitation as to amount), in whole or in part, from time to time (other than, for the avoidance of doubt, all of the Unsecured Notes).

“ Unsecured Notes ” means any unsecured notes issued by the Company or any Restricted Subsidiary.

The following clauses in the definition of “Permitted Liens” contained in Section 1.1 of the Indenture are hereby amended with respect to the Notes to read as follows:

(1) Liens securing Indebtedness incurred under Credit Facilities pursuant to clause (i) of Section 10.10(b) of this Indenture; provided that the aggregate amount of such indebtedness does not exceed the aggregate amount that would be allowed under clause (i) of Section 10.10(b) of this Indenture and, provided, further , that no such Liens are contractually subordinated to any other such Liens;

(18) Liens securing Permitted Refinancing Indebtedness of the Company or a Restricted Subsidiary permitted and incurred under clause (v) of the definition of “Permitted Debt” to refinance Indebtedness of the Company or a Restricted Subsidiary that was previously so secured; provided that any such Lien is limited to all or part of the same property or assets (plus improvements, accessions, proceeds or dividends or distributions in respect thereof) that secured (or, under the written arrangements under which the original Lien arose, could secure) the Indebtedness being refinanced or is in respect of property or assets that is the security for a Permitted Lien hereunder;

The first sentence of Section 10.10(d) of the Indenture is hereby amended with respect to the Notes to read as follows:

For purposes of determining compliance with this Section 10.10, (i) in the event that an item of proposed Indebtedness, Disqualified Stock or preferred stock meets the criteria of more than one of the categories of Permitted Debt described in clauses (ii) through (xv) of Section 10.10(b), or is entitled to be incurred or issued pursuant to Section 10.10(a), the Company will be permitted to divide and classify such item on the date of its incurrence or issuance, or later divide and reclassify all or a portion of such item, in any manner that complies with this Section 10.10 and (ii) all Indebtedness outstanding on the Issue Date under the Senior Credit Agreement shall be deemed incurred on the Issue Date under clause (i) of Section 10.10(b).

ARTICLE II

MISCELLANEOUS PROVISIONS

Section 2.1 Defined Terms . For all purposes of this Supplemental Indenture, except as otherwise defined or unless the context otherwise requires, terms used in capitalized form in this Supplemental Indenture and defined in the Indenture have the meanings specified in the Indenture.

Section 2.2 Indenture . Except as amended hereby, the Indenture is in all respects ratified and confirmed and all the terms thereof shall remain in full force and effect. This Supplemental Indenture shall form a part of the Indenture for all purposes, and every Holder of Notes heretofore or hereafter authenticated and delivered under the Indenture shall be bound hereby, and all terms and conditions of both shall be read together as though they constitute a single instrument, except that in the case of conflict the provisions of this Supplemental Indenture shall control. For the avoidance of doubt, nothing in this Supplemental Indenture relates to nor shall affect the series of Outstanding Securities of the Company created pursuant to the Fourth Supplemental Indenture dated as of September 24, 2013, the 6.875% Senior Notes due 2022.

Section 2.3 Governing Law . THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

Section 2.4 Successors . All agreements of the Company and the Subsidiary Guarantors in this Supplemental Indenture shall bind their respective successors. All agreements of the Trustee in this Supplemental Indenture shall bind its successors.

Section 2.5 Duplicate Originals . All parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together shall represent the same agreement. It is the express intent of the parties to be bound by the exchange of signatures on this Supplemental Indenture via telecopy or other form of electronic transmission.

Section 2.6 Severability . In case any one or more of the provisions in this Supplemental Indenture or in the Notes shall be held invalid, illegal or unenforceable, in any respect for any reason, the validity, legality and enforceability of any such provision in every other respect and of the remaining provisions shall not in any way be affected or impaired thereby, it being intended that all of the provisions hereof shall be enforceable to the fullest extent permitted by law.

Section 2.7 Disclaimer . The Trustee accepts the amendments of the Indenture effected by this Supplemental Indenture and agrees to execute the trust created by the Indenture as hereby amended, but on the terms and conditions set forth in the Indenture, including the terms and provisions defining and limiting the liabilities and responsibilities of the Trustee, which terms and provisions shall in like manner define and limit its liabilities and responsibilities in the performance of the trust created by the Indenture as hereby amended, 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 Guarantors, and the Trustee makes any representation with respect to any such matters. Additionally, the Trustee makes no representations as to the validity or sufficiency of this Supplemental Indenture.

Section 2.8 Effectiveness . The provisions of this Supplemental Indenture shall be effective upon execution of this instrument by each of the parties hereto.

Notwithstanding the foregoing sentence, the provisions of this Supplemental Indenture shall become operative only upon the payment by the Company, pursuant to the Consent Solicitation, of the Consent Fee (as defined therein) to all holders of the Notes entitled thereto, with the result that the amendments to the Indenture effected by this Supplemental Indenture shall be deemed to be revoked retroactive to the date hereof if such payment shall not occur. The Company shall notify the Trustee in writing promptly after the occurrence of such payment or promptly after the Company shall determine that such payment will not occur.

Section 2.9 Effect of Headings . The Section headings herein are for convenience only and shall not affect the construction thereof.

[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]

IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed as of the day and year written above.

COMPANY :

OASIS PETROLEUM INC.

By: /s/ Michael H. Lou

Michael H. Lou

Executive Vice President and Chief

Financial Officer

SUBSIDIARY GUARANTORS :

OASIS MIDSTREAM SERVICES LLC

OASIS PETROLEUM LLC

OASIS PETROLEUM NORTH AMERICA LLC

OASIS WELL SERVICES LLC

OASIS PETROLEUM MARKETING LLC

By: /s/ Michael H. Lou

Michael H. Lou

Executive Vice President and Chief

Financial Officer

TRUSTEE :

U.S. BANK NATIONAL ASSOCIATION , as Trustee

By: /s/ Shazia Flores

Shazia Flores

Vice President

OASIS PETROLEUM INC.,

THE SUBSIDIARY GUARANTORS NAMED HEREIN,

and

U.S. BANK NATIONAL ASSOCIATION, as Trustee

_______________________________

FOURTH SUPPLEMENTAL INDENTURE

Dated as of October 26, 2015

Indenture

Dated as of November 10, 2011

6.5% Senior Notes due 2021

THIS FOURTH SUPPLEMENTAL INDENTURE (this “ Supplemental Indenture ”), dated as of October 26, 2015, is by and among Oasis Petroleum Inc., a Delaware corporation (the “ Company ”), the Subsidiary Guarantors named herein, and U.S. Bank National Association, a national banking association, as trustee (the “ Trustee ”).

WHEREAS, the Company, the Subsidiary Guarantors party thereto and the Trustee have heretofore executed and delivered that certain Indenture, dated as of November 10, 2011 (as heretofore amended and supplemented by the First and Third Supplemental Indentures thereto, the “ Indenture ”);

WHEREAS, on November 10, 2011, the Company issued $400,000,000 in aggregate principal amount of its 6.5% Senior Notes due 2021 (the “ Notes ”);

WHEREAS, $400,000,000 in aggregate principal amount of the Notes is currently Outstanding;

WHEREAS, Section 1002 of the Indenture provides that, with the consent of the Holders of a majority in aggregate principal amount of the Outstanding Notes, the Company, the Subsidiary Guarantors and the Trustee may enter into an indenture supplemental to the Indenture for the purpose of amending or supplementing the Indenture (subject to certain exceptions set forth therein);

WHEREAS, the execution and delivery of this Supplemental Indenture have been authorized by each of the Company and the Subsidiary Guarantors;

WHEREAS, (1) the Company has received the consent of the Holders of a majority in aggregate principal amount of the Outstanding Notes, all as certified by an Officers’ Certificate delivered to the Trustee simultaneously with the execution and delivery of this Supplemental Indenture, (2) the Company has delivered to the Trustee simultaneously with the execution and delivery of this Supplemental Indenture an Opinion of Counsel relating to this Supplemental Indenture as contemplated by Section 1003 of the Indenture and (3) the Company has satisfied all other conditions required under Article Ten of the Indenture to enable the Company, the Subsidiary Guarantors and the Trustee to enter into this Supplemental Indenture.

NOW, THEREFORE, in consideration of the above premises, each party hereby agrees, for the benefit of the others and for the equal and ratable benefit of the Holders of the Notes, as follows:

ARTICLE I

AMENDMENTS TO THE INDENTURE

Section 1.1 Amendments to the Indenture .

Section 1111(1) of the Indenture is hereby amended with respect to the Notes to read as follows:

the incurrence by the Company and any Subsidiary Guarantor of Indebtedness under Credit Facilities in an aggregate principal amount at any one time outstanding under this clause (1) (with letters of credit being deemed to have a principal amount equal to the maximum potential liability of the Company and its Restricted Subsidiaries thereunder) not to exceed the greatest of (a) $200.0 million, (b) the sum of $100.0 million plus an amount equal to 25.0% of Adjusted Consolidated Net Tangible Assets of the Company, determined as of the date of the incurrence of such Indebtedness after giving pro forma effect to such incurrence and the application of the proceeds therefrom and (c) the lesser of (x) $1.525 billion and (y) the amount of the Borrowing Base in effect at the time of such incurrence;

Section 201 of the Indenture is hereby amended with respect to the Notes by inserting the following defined terms in their appropriate alphabetical order and deleting the defined terms for “Credit Facilities” and “Debt Issuances”:

“ Unsecured Notes ” means any unsecured notes issued by the Company or any Restricted Subsidiary.

The following clauses in the definition of “Permitted Liens” contained in Section 201 of the Indenture are hereby amended with respect to the Notes to read as follows:

(1) Liens securing Indebtedness incurred under Credit Facilities pursuant to clause (1) of the second paragraph of Section 1111 of this Supplemental Indenture; provided that the aggregate amount of such indebtedness does not exceed the aggregate amount that would be allowed under clause (1) of the second paragraph of Section 1111 of this Supplemental Indenture and, provided, further , that no such Liens are contractually subordinated to any other such Liens;

(18) Liens securing Permitted Refinancing Indebtedness of the Company or a Restricted Subsidiary permitted and incurred under clause (5) of the definition of “Permitted Debt” to refinance Indebtedness of the Company or a Restricted Subsidiary that was previously so secured; provided that any such Lien is limited to all or part of the same property or assets (plus improvements, accessions, proceeds or dividends or distributions in respect thereof) that secured (or, under the written arrangements under which the original Lien arose, could secure) the Indebtedness being refinanced or is in respect of property or assets that is the security for a Permitted Lien hereunder;

The first sentence of the fourth paragraph of Section 1111 of the Indenture is hereby amended with respect to the Notes to read as follows:

For purposes of determining compliance with this Section 1111, (a) in the event that an item of proposed Indebtedness, Disqualified Stock or preferred stock meets the criteria of more than one of the categories of Permitted Debt described in clauses (2) through (15) of this Section 1111, or is entitled to be incurred or issued pursuant to the first paragraph of Section 1111, the Company will be permitted to divide and classify such item on the date of its incurrence or issuance, or later divide and reclassify all or a portion of such item, in any manner that complies with this Section 1111 and (b) all Indebtedness outstanding on the Issue Date under the Senior Credit Agreement shall be deemed incurred on the Issue Date under clause (1) of the second paragraph of this Section 1111.

ARTICLE II

MISCELLANEOUS PROVISIONS

Section 2.1 Defined Terms . For all purposes of this Supplemental Indenture, except as otherwise defined or unless the context otherwise requires, terms used in

capitalized form in this Supplemental Indenture and defined in the Indenture have the meanings specified in the Indenture.

Section 2.3 Governing Law . THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

Section 2.8 Effectiveness . The provisions of this Supplemental Indenture shall be effective upon execution of this instrument by each of the parties hereto.

Section 2.9 Effect of Headings . The Section headings herein are for convenience only and shall not affect the construction thereof.

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IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed as of the day and year written above.

COMPANY :

OASIS PETROLEUM INC.

By: /s/ Michael H. Lou

Michael H. Lou

Executive Vice President and Chief

Financial Officer

SUBSIDIARY GUARANTORS :

OASIS MIDSTREAM SERVICES LLC

OASIS PETROLEUM LLC

OASIS PETROLEUM NORTH AMERICA LLC

OASIS WELL SERVICES LLC

OASIS PETROLEUM MARKETING LLC

By: /s/ Michael H. Lou

Michael H. Lou

Executive Vice President and Chief

Financial Officer

TRUSTEE :

U.S. BANK NATIONAL ASSOCIATION , as Trustee

By: /s/ Shazia Flores

Shazia Flores

Vice President

OASIS PETROLEUM INC.,

THE SUBSIDIARY GUARANTORS NAMED HEREIN,

and

U.S. BANK NATIONAL ASSOCIATION, as Trustee

_______________________________

FIFTH SUPPLEMENTAL INDENTURE

Dated as of October 26, 2015

Indenture

Dated as of November 10, 2011

6.875% Senior Notes due 2023

WHEREAS, the Company, the Subsidiary Guarantors party thereto and the Trustee have heretofore executed and delivered that certain Indenture, dated as of November 10, 2011 (as heretofore amended and supplemented by the Second and Third Supplemental Indentures thereto, the “ Indenture ”);

WHEREAS, on July 2, 2012, the Company issued $400,000,000 in aggregate principal amount of its 6.875% Senior Notes due 2023 (the “ Notes ”);

WHEREAS, $400,000,000 in aggregate principal amount of the Notes is currently Outstanding;

WHEREAS, the execution and delivery of this Supplemental Indenture have been authorized by each of the Company and the Subsidiary Guarantors;

WHEREAS, (1) the Company has received the consent of the Holders of a majority in aggregate principal amount of the Outstanding Notes, all as certified by an Officers’ Certificate delivered to the Trustee simultaneously with the execution and delivery of this Supplemental Indenture, (2) the Company has delivered to the Trustee simultaneously with the execution and delivery of this Supplemental Indenture an Opinion of Counsel relating to this Supplemental Indenture as contemplated by Section 1003 of the Indenture and (3) the Company has satisfied all other conditions required under Article Ten of the Indenture to enable the Company, the Subsidiary Guarantors and the Trustee to enter into this Supplemental Indenture.

NOW, THEREFORE, in consideration of the above premises, each party hereby agrees, for the benefit of the others and for the equal and ratable benefit of the Holders of the Notes, as follows:

ARTICLE I

AMENDMENTS TO THE INDENTURE

Section 1.1 Amendments to the Indenture .

Section 1111(1) of the Indenture is hereby amended with respect to the Notes to read as follows:

the incurrence by the Company and any Subsidiary Guarantor of Indebtedness under Credit Facilities in an aggregate principal amount at any one time outstanding under this clause (1) (with letters of credit being deemed to have a principal amount equal to the maximum potential liability of the Company and its Restricted Subsidiaries thereunder) not to exceed the greatest of (a) $200.0 million, (b) the sum of $100.0 million plus an amount equal to 25.0% of Adjusted Consolidated Net Tangible Assets of the Company, determined as of the date of the incurrence of such Indebtedness after giving pro forma effect to such incurrence and the application of the proceeds therefrom and (c) the lesser of (x) $1.525 billion and (y) the amount of the Borrowing Base in effect at the time of such incurrence;

“ Unsecured Notes ” means any unsecured notes issued by the Company or any Restricted Subsidiary.

The following clauses in the definition of “Permitted Liens” contained in Section 201 of the Indenture are hereby amended with respect to the Notes to read as follows:

The first sentence of the fourth paragraph of Section 1111 of the Indenture is hereby amended with respect to the Notes to read as follows:

ARTICLE II

MISCELLANEOUS PROVISIONS

Section 2.1 Defined Terms . For all purposes of this Supplemental Indenture, except as otherwise defined or unless the context otherwise requires, terms used in

capitalized form in this Supplemental Indenture and defined in the Indenture have the meanings specified in the Indenture.

Section 2.3 Governing Law . THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

Section 2.8 Effectiveness . The provisions of this Supplemental Indenture shall be effective upon execution of this instrument by each of the parties hereto.

Section 2.9 Effect of Headings . The Section headings herein are for convenience only and shall not affect the construction thereof.

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IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed as of the day and year written above.

COMPANY :

OASIS PETROLEUM INC.

By: /s/ Michael H. Lou

Michael H. Lou

Executive Vice President and Chief

Financial Officer

SUBSIDIARY GUARANTORS :

OASIS MIDSTREAM SERVICES LLC

OASIS PETROLEUM LLC

OASIS PETROLEUM NORTH AMERICA LLC

OASIS WELL SERVICES LLC

OASIS PETROLEUM MARKETING LLC

By: /s/ Michael H. Lou

Michael H. Lou

Executive Vice President and Chief

Financial Officer

TRUSTEE :

U.S. BANK NATIONAL ASSOCIATION , as Trustee

By: /s/ Shazia Flores

Shazia Flores

Vice President

OASIS PETROLEUM INC. ANNOUNCES SUCCESSFUL COMPLETION OF ITS CONSENT SOLICITATIONS

HOUSTON, Oct. 27, 2015/PRNewswire/-- Oasis Petroleum Inc. (NYSE: OAS) ("Oasis" or the "Company") announced today that it has received the Requisite Consents (as defined below) from holders of its outstanding 7.25% Senior Notes due 2019 (CUSIP No. 67415AC2), 6.5% Senior Notes due 2021 (CUSIP No. 674215AD0) and 6.875% Senior Notes due 2023 (CUSIP No. 674215AE8) (collectively, the "Notes") to adopt the proposed amendments (the “Amendments”) to the indentures (the “Indentures”) governing the Notes that Oasis had requested pursuant to its previously announced consents solicitations. The Amendments are set forth in full in Oasis’s Amended and Restated Consent Solicitation Statement, dated October 21, 2015, which was distributed to all holders of the Notes eligible to consent to the Amendments.

Adoption of the Amendments required the consent of holders of record as of October 5, 2015 of a majority of the outstanding aggregate principal amount of the Notes of each series (the “Requisite Consents”). Currently, $400,000,000 in aggregate principal amount of the Notes of each series is outstanding.

Each consent solicitation expired at 5:00 p.m., New York City time, on Monday, October 26, 2015 (the "Expiration Date"). The Company will pay to each holder of Notes who, prior to the Expiration Date, delivered (and did not revoke) a valid consent in favor of the Amendments a cash payment (the "Consent Fee") of $10.00 for each $1,000 principal amount of Notes in respect of which such consent was delivered.

Following receipt of the Requisite Consents, Oasis, its subsidiary guarantors and the trustee under each Indenture executed a supplemental indenture incorporating the Amendments to that Indenture. At that time, the Amendments effected by such supplemental indenture became effective and consents could no longer be revoked; however, such Amendments will not become operative until the Consent Fee is paid to the holders who have delivered (and not revoked) valid consents prior to the Expiration Date.

Wells Fargo Securities, LLC acted as the Solicitation Agent in connection with the consent solicitation, and D. F. King & Co., Inc. served as Information Agent and Tabulation Agent.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. All statements, other than statements of historical facts, included in this press release that address activities, events or developments that the Company expects, believes or anticipates will or may occur in the future are forward-looking statements. Without limiting the generality of the foregoing, forward-looking statements contained in this press release specifically include the expectations of plans, strategies, objectives and anticipated

financial and operating results of the Company, including the Company's drilling program, production, derivatives activities, capital expenditure levels and other guidance included in this press release. These statements are based on certain assumptions made by the Company based on management's experience and perception of historical trends, current conditions, anticipated future developments and other factors believed to be appropriate. Such statements are subject to a number of assumptions, risks and uncertainties, many of which are beyond the control of the Company, which may cause actual results to differ materially from those implied or expressed by the forward-looking statements. These include changes in oil and natural gas prices, the timing of planned capital expenditures, availability of acquisitions, uncertainties in estimating proved reserves and forecasting production results, operational factors affecting the commencement or maintenance of producing wells, the condition of the capital markets generally, as well as the Company's ability to access them, the proximity to and capacity of transportation facilities, and uncertainties regarding environmental regulations or litigation and other legal or regulatory developments affecting the Company's business and other important factors that could cause actual results to differ materially from those projected as described in the Company's reports filed with the SEC.

Any forward-looking statement speaks only as of the date on which such statement is made and the Company undertakes no obligation to correct or update any forward-looking statement, whether as a result of new information, future events or otherwise, except as required by applicable law.

About Oasis Petroleum Inc.

Oasis is an independent exploration and production company focused on the acquisition and development of unconventional oil and natural gas resources, primarily operating in the Williston Basin.

SOURCE Oasis Petroleum Inc.

For further information: Oasis Petroleum Inc., Richard Robuck, (281) 404-9600, Vice President, Finance & Treasurer