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Exhibit 2.9
GUARANTEE
THIS GUARANTEE (this "Guarantee") dated as of December 30, 1993 is
executed and delivered by SEAGULL ENERGY CORPORATION, a Texas corporation
("Guarantor") to CHEMICAL BANK OF CANADA, as Administrative Agent
("Administrative Agent") for itself and Banks (as defined in the hereinafter
identified Credit Agreement) under the Credit Agreement (as hereinafter
defined).
ARTICLE 1
Section 1.1. Definitions. As used in this Guarantee, these terms
shall have these respective meanings:
Borrower means Seagull Energy Canada Ltd., a corporation organized
under the laws of the Province of Alberta, Canada.
Credit Agreement means the Credit Agreement dated concurrently
herewith executed among Borrower, Chemical Bank of Canada, as Arranger and
Administrative Agent, The Bank of Nova Scotia, as Paying Agent and as Co-Agent,
Canadian Imperial Bank of Commerce, as Co-Agent, and the Banks, as it may be
amended, supplemented, restated or replaced from time to time.
Debt means the sum of (a) all debt (principal, interest or other)
evidenced by the Notes, the Letter of Credit Liabilities, the Reimbursement
Obligations, or any of the foregoing, and all other obligations incurred under
or arising pursuant to or in connection with the Credit Agreement or any of the
Loan Documents, (b) all obligations and indebtedness ("Interest Rate
Obligations") of Borrower to any one or more of the Banks or an Affiliate of a
Bank (and if Interest Rate Obligations are owed to an Affiliate of a Bank, the
references to "Bank" or "Banks" shall, where the context permits, be deemed to
include such Affiliate) in connection with any program for interest rate
protection permitted under the Credit Agreement or otherwise approved in
writing by the Majority Banks and (c) all obligations and indebtedness
("Contract Obligations") of Borrower to any one or more of the Banks under any
contract for sale for future delivery of commodities (whether or not the
subject commodities are to be delivered), hedging contract, forward contract,
swap agreement, futures contract or other similar agreement permitted under the
Credit Agreement or otherwise approved in writing by the Majority Banks. The
Debt includes interest and other obligations accruing or arising in connection
with the foregoing after (a) commencement of any case under any bankruptcy or
similar laws by or against any Obligor or (b) the obligations of any Obligor
shall cease to exist by operation of law or for any other reason. The Debt
also includes all reasonable attorneys' fees and any other
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expenses incurred by any Agent in negotiating, monitoring or enforcing the
Loans, the Notes, the Bankers' Acceptances, the Letter of Credit Liabilities,
the Reimbursement Obligations, the Interest Rate Obligations, the Contract
Obligations or any of the Loan Documents or defending against any claims
arising directly or indirectly in respect of or on account of any of the Debt.
Obligor means any person or entity now or hereafter primarily or
secondarily obligated to pay all or any part of the Debt, including Borrower
and Guarantor.
Unless redefined in this Guarantee, any capitalized term used in this Guarantee
has the meaning ascribed to it in the Credit Agreement.
ARTICLE 2
Section 2.1. Execution of Loan Documents. Borrower has executed and
delivered the Notes and the other documents evidencing the Debt to Agents and
Banks, and the Debt is secured by certain of the liens, security interests,
collateral assignments and other security devices created, evidenced or carried
forward by the Loan Documents.
Section 2.2. Consideration. In consideration of the credit and
financial accommodations contemplated to be extended to Borrower by Agents and
Banks pursuant to the documents evidencing the Debt, the other Loan Documents
or otherwise, which Guarantor has determined will substantially benefit it
directly or indirectly, and for other good and valuable consideration, the
receipt and sufficiency of which Guarantor hereby acknowledges, Guarantor
executes and delivers this Guarantee to Administrative Agent with the intention
of being presently and legally bound by its terms.
ARTICLE 3
Section 3.1. Payment Guarantee. Guarantor, as a primary obligor and
not as a surety, unconditionally guarantees to Administrative Agent for the
ratable benefit of Banks the full, prompt and punctual payment of the Debt when
due (whether at its stated maturity, by acceleration or otherwise) in
accordance with the Loan Documents. This Guarantee is irrevocable,
unconditional and absolute, and if for any reason all or any portion of the
Debt shall not be paid when due, Guarantor will immediately pay the Debt to
Paying Agent or other Person entitled to it, in U.S. Dollars or in Canadian
Dollars, whichever currency or currencies in which the Debt is then
denominated, regardless of (a) any defense, right of set-off or counterclaim
which any Obligor may have or assert, (b) whether any Agent or any other Person
shall have taken any steps to enforce any rights against any Obligor or any
other Person to collect any of the Debt, and (c) any other circumstance,
condition or contingency.
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Section 3.2. Application of Payments or Prepayments. The parties
hereto agree that any payment or prepayment by Borrower or any other Person
against the Debt shall be deemed paid in such order and manner as
Administrative Agent shall determine in its sole discretion.
Section 3.3. Obligations Not Affected. Guarantor's covenants,
agreements and obligations under this Guarantee shall in no way be released,
diminished, reduced, impaired or otherwise affected by reason of the happening
from time to time of any of the following things, for any reason, whether by
voluntary act, operation of law or order of any competent governmental
authority and whether or not Guarantor is given any notice or is asked for or
gives any further consent (all requirements for which, however arising,
Guarantor hereby WAIVES):
(a) release or waiver of any obligation or duty to
perform or observe any express or implied agreement, covenant, term or
condition imposed in any of the Loan Documents or by applicable law on any
Obligor or any party to the Loan Documents.
(b) extension of the time for payment of any part of the
Debt or any other sums payable under the Loan Documents, extension of the time
for performance of any other obligation under or arising out of or in
connection with the Loan Documents or change in the manner, place or other
terms of such payment or performance.
(c) settlement or compromise of any or all of the Debt.
(d) renewal, supplementing, modification, rearrangement,
amendment, restatement, replacement, cancellation, rescission, revocation or
reinstatement (whether or not material) of any part of any of the Loan
Documents or any obligations under the Loan Documents of any Obligor or any
other party to the Loan Documents.
(e) acceleration of the time for payment or performance
of any Debt or other obligation under any of the Loan Documents or exercise of
any other right, privilege or remedy under or in regard to any of the Loan
Documents.
(f) failure, omission, delay, neglect, refusal or lack of
diligence by any Agent or any other Person to assert, enforce, give notice of
intent to exercise--or any other notice with respect to--or exercise any right,
privilege, power or remedy conferred on any Agent or any other Person in any of
the Loan Documents or by law or action on the part of any Agent or any other
Person granting indulgence, grace, adjustment, forbearance or extension of any
kind to any Obligor or any other Person.
(g) release, surrender, exchange, subordination or loss
of any security or lien priority under any of the Loan Documents or in
connection with the Debt.
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(h) release, modification or waiver of, or failure,
omission, delay, neglect, refusal or lack of diligence to enforce, any
guaranty, pledge, mortgage, deed of trust, security agreement, lien, charge,
insurance agreement, bond, letter of credit or other security device, guaranty,
surety or indemnity agreement whatsoever.
(i) taking or acceptance of any other security or
guaranty for the payment or performance of any or all of the Debt or the
obligations of any Obligor.
(j) release, modification or waiver of, or failure,
omission, delay, neglect, refusal or lack of diligence to enforce, any right,
benefit, privilege or interest under any contract or agreement, under which the
rights of any Obligor have been collaterally or absolutely assigned, or in
which a security interest has been granted, to any Agent or any Bank as direct
or indirect security for payment of the Debt or performance of any other
obligations to--or at any time held by--any Agent or any Bank.
(k) death, legal incapacity, disability, voluntary or
involuntary liquidation, dissolution, sale of any collateral, marshaling of
assets and liabilities, change in corporate or organizational status,
receivership, insolvency, bankruptcy, assignment for the benefit of creditors,
reorganization, arrangement, composition or readjustment of debt or other
similar proceedings of or affecting any Obligor or any of the assets of any
Obligor, even if any of the Debt is thereby rendered void, unenforceable or
uncollectible against any other Person.
(l) occurrence or discovery of any irregularity,
invalidity or unenforceability of any of the Debt or Loan Documents or any
defect or deficiency in any of the Debt or Loan Documents, including the
unenforceability of any provisions of any of the Loan Documents because
entering into any such Loan Document was ultra vires or because anyone who
executed them exceeded their authority.
(m) failure to acquire, protect or perfect any lien or
security interest in any collateral intended to secure any part of the Debt or
any other obligations under the Loan Documents or failure to maintain
perfection.
(n) failure by any Agent or any other Person to
notify--or timely notify--Guarantor of any default, event of default or similar
event (however denominated) under any of the Loan Documents, any renewal,
extension, supplementing, modification, rearrangement, amendment, restatement,
replacement, cancellation, rescission, revocation or reinstatement (whether or
not material) or assignment of any part of the Debt, release or exchange of any
security, any other action taken or not taken by any Agent or any other Person
against any Obligor or any other Person or any direct or indirect security for
any part of the Debt or other obligation of Borrower, any new agreement between
any Agent and/or any Bank and any Obligor or any other Person or any other
event or circumstance. Neither any Agent nor any Bank has any duty or
obligation to give Guarantor any notice of any kind under any
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circumstances whatsoever with respect to or in connection with the Debt or the
Loan Documents.
(o) occurrence of any event or circumstances which might
otherwise constitute a defense available to, or a discharge of, any Obligor,
including failure of consideration, fraud by or affecting any Person, usury,
forgery, breach of warranty, failure to satisfy any requirement of the statute
of frauds, running of any statute of limitation, accord and satisfaction and
any defense based on election of remedies of any type.
(p) receipt and/or application of any proceeds, credits
or recoveries from any source, including any proceeds, credits, or amounts
realized from exercise of any of Agents' rights, remedies, powers or privileges
under the Loan Documents, by law or otherwise available to any Agent or any
Bank.
(q) occurrence of any act, error or omission of any Agent
or any other Person, except behavior which is proven to be in bad faith to the
extent (but no further) that the Guarantor cannot effectively waive the right
to complain.
Section 3.4. Waiver of Certain Rights and Notices. Guarantor hereby
WAIVES and RELEASES all right to require marshalling of assets and liabilities,
sale in inverse order of alienation, notice of acceptance of this Guarantee and
of any liability to which it applies or may apply, notice of the creation,
accrual, renewal, increase, extension, modification, amendment or rearrangement
of any part of the Debt, presentment, demand for payment, protest, notice of
nonpayment, notice of dishonor, notice of intent to accelerate, notice of
acceleration and all other notices and demands, collection, suit and the taking
of any other action by any Agent or any Bank.
Section 3.5. Not a Collection Guarantee. This is an absolute
guarantee of payment, and not of collection, and Guarantor WAIVES any right to
require that any action be brought against any Obligor or any other Person, or
that any Agent or any Bank be required to enforce or exhaust any of its rights,
benefits or privileges under any of the Loan Documents, by law or otherwise;
provided that nothing herein shall be construed to prevent any Agent or any
Bank from exercising and enforcing at any time any right, benefit or privilege
which it may have under any Loan Document or by law from time to time, and at
any time, and Guarantor agrees that Guarantor's obligations hereunder are--and
shall be--absolute, independent and unconditional under any and all
circumstances. Should any Agent or any Bank seek to enforce Guarantor's
obligations by action in any court, Guarantor WAIVES any requirement,
substantive or procedural, that such Agent or such Bank pursue any foreclosure
action or that a judgment first be sought or rendered against any Obligor or
any other Person or that any Obligor or any other Person be joined in such
cause or that a separate action be brought against any Obligor or any other
Person. Guarantor's obligations under this Guarantee are several from those of
any other Obligor or any other Person, and are primary obligations concerning
which Guarantor is the
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principal obligor. All waivers in this Guarantee or any of the Loan Documents
shall be without prejudice to any Agent or any Bank at its option to proceed
against any Obligor or any other Person, whether by separate action or by
joinder. Guarantor agrees that this Guarantee shall not be discharged except
by payment of the Debt in full, complete performance of all obligations of the
Obligors on the Debt and termination of the obligation--if any--to make any
further advances under the Loan Documents or extend other financial
accommodations to any Obligor.
Section 3.6. Subrogation. Guarantor agrees that it shall not be
entitled to exercise any rights of subrogation to any Agent's or any Bank's
rights against any Obligor or any other Person or any collateral or offset
rights held by any Agent or any Bank for payment of the Debt until final
termination of this Guarantee.
Section 3.7. Reliance on Guarantee. All extensions of credit and
financial accommodations heretofore or hereafter made by any Agent or any Bank
under or in respect of the Debt or Loan Documents shall be conclusively
presumed to have been made in acceptance of this Guarantee.
Section 3.8. Demands are Conclusive. A certificate submitted to
Guarantor by any Administrative Agent setting forth the basis for any demand by
Administrative Agent hereunder shall constitute a demand hereunder and shall be
conclusive, absent manifest error, as to the matters therein stated, including
the amount due.
Section 3.9. Joint and Several. If any Person makes any guaranty of
any of the obligations guaranteed hereby or gives any security for them,
Guarantor's obligations hereunder shall be joint and several with the
obligations of such other Person pursuant to such agreement or other papers
making the guaranty or giving the security.
Section 3.10. Payments Returned. Guarantor agrees that, if at any
time all or any part of any payment previously applied by any Agent or any Bank
to the Debt is or must be returned by any Agent or any Bank--or recovered from
any Agent or any Bank--for any reason (including the order of any bankruptcy
court), this Guarantee shall automatically be reinstated to the same effect as
if the prior application had not been made, and, in addition, Guarantor hereby
agrees to indemnify Agents and Banks against, and to save and hold Agents and
Banks harmless from any required return by any Agent or any Bank--or recovery
from any Agent or any Bank-- of any such payment because of its being deemed
preferential under applicable bankruptcy, receivership or insolvency laws, or
for any other reason.
ARTICLE 4
Guarantor warrants and represents as follows:
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Section 4.1. Relationship to Borrower. Guarantor has determined that
its liability and obligation under this Guarantee may reasonably be expected to
substantially benefit Guarantor directly or indirectly, and Guarantor's board
of directors has made that determination. Borrower and Guarantor are mutually
dependent on each other in the conduct of their respective businesses and are,
and do business together with the other Subsidiaries of Guarantor as, an
integrated business enterprise involved in the development, exploration,
production, marketing and transportation of oil, gas and other minerals. The
maintenance and improvement of Borrower's financial condition is vital to
sustaining the business of Guarantor and the transactions contemplated in the
Credit Agreement produce distinct and identifiable financial and economic
direct or indirect benefits to Guarantor. Such identifiable benefits include
the availability of the proceeds of the Revolving Credit Loans to Guarantor on
an as needed basis by way of intercompany loans and/or capital contributions
for general corporate or other purposes. Guarantor has had full and complete
access to the underlying papers relating to the Debt and all other papers
executed by any Obligor or any other Person in connection with the Debt, has
reviewed them and is fully aware of the meaning and effect of their contents.
Guarantor is fully informed of all circumstances which bear upon the risks of
executing this Guarantee and which a diligent inquiry would reveal. Guarantor
has adequate means to obtain from Borrower on a continuing basis information
concerning Borrower's financial condition, and is not depending on any Agent or
any Bank to provide such information, now or in the future. Guarantor agrees
that neither any Agent nor any Bank shall have an obligation to advise or
notify Guarantor or to provide Guarantor with any data or information. The
execution and delivery of this Guarantee is not a condition precedent (and
neither any Agent nor any Bank has in any way implied that the execution of
this Guarantee is a condition precedent) to any Agent's or any Bank's making,
extending or modifying any loan or any other financial accommodation to or for
Guarantor.
Section 4.2. Proceedings. No bankruptcy or insolvency proceedings are
pending or contemplated by or--to the best of Guarantor's knowledge--against
Guarantor.
ARTICLE 5
Section 5.1. Term. Subject to the automatic reinstatement provisions
of Article 3 above, this Guarantee shall terminate and be of no further force
or effect upon full payment of the Debt, complete performance of all of the
obligations of the Obligors under the Loan Documents and final termination of
the obligation--if any--to make any further advances under the Loan Documents
or to provide any other financial accommodations to any Obligor.
ARTICLE 6
Section 6.1. Binding on Successors; No Assignment by Guarantor. All
guaranties, warranties, representations, covenants and agreements in this
Guarantee shall bind the successors and assigns of Guarantor and shall benefit
Agents and Banks and their respective successors and
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assigns, and any holder of any part of the Debt. Guarantor shall not assign or
delegate any of its obligations under this Guarantee or any of the Loan
Documents without Administrative Agent's and the Banks' express prior written
consent.
Section 6.2. Subordination of Borrower's Obligations to Guarantor.
Guarantor agrees that if, for any reason whatsoever, Borrower now or hereafter
becomes liable, obligated or indebted to Guarantor, all such liabilities,
obligations and indebtedness, together with all interest thereon and fees and
other charges in connection therewith, and all liens, security interests,
charges and other security devices, shall at all times, be second, subordinate
and inferior in right of payment, in lien priority and in all other respects to
the Debt and all liens, collateral assignments, security interests and other
security devices securing the Debt.
Section 6.3. Waiver of Suretyship Rights. By signing this Guarantee,
Guarantor WAIVES each and every right to which it may be entitled by virtue of
any suretyship law, including any rights it may have under applicable laws to
require that any action or proceeding be commenced against Borrower or any
other Person as a condition to the institution of any action or proceeding
relating to the obligations of Guarantor hereunder.
Section 6.4. Amendments in Writing. This Guarantee shall not be
changed orally but shall be changed only by agreement in writing signed by
Guarantor and Administrative Agent. Any waiver or consent with respect to this
Guarantee shall be effective only in the specific instance and for the specific
purpose for which given. No course of dealing between the parties, no usage of
trade and no parole or extrinsic evidence of any nature shall be used to
supplement or modify any of the terms or provisions of this Guarantee.
Section 6.5. Notices. Any notices or other communications required or
permitted to be given hereunder shall be given or made by telex, telegraph,
telecopy (confirmed by mail), mail, cable or other writing and telexed,
telecopied, telegraphed, cabled, mailed or delivered to the intended recipient
at the address set forth below for such recipient or at such other address as
shall be designated by such recipient in a notice to the other parties hereto
given in accordance with this Section :
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If to Guarantor:
Seagull Energy Corporation
1001 Fannin, Suite 1700
Houston, Texas 77002
Attention: Treasurer
If to Administrative Agent:
Chemical Bank of Canada,
as Administrative Agent
100 Yonge Street, Suite 90
Toronto, Ontario CANADA M5C 2W1
Attention: Mr. David McGorman
Except as may be otherwise provided herein, all notices and other
communications shall be deemed to have been duly received when transmitted by
telex or telecopier during regular business hours, delivered to the telegraph
or cable office, or personally delivered or, in the case of a mailed notice,
three (3) days after deposit in the United States mail, postage prepaid,
certified mail with return receipt requested (or upon actual receipt, if
earlier), in each case given or addressed as aforesaid. Actual notice, however
and from whomever given or received, shall always be effective when received.
Section 6.6. Gender; "Including" is Not Limiting; Section Headings.
The masculine and neuter genders used in this Guarantee each includes the
masculine, feminine and neuter genders, and the singular number includes the
plural where appropriate, and vice versa. Wherever the term "including" or a
similar term is used in this Guarantee, it shall be read as if it were written
"including by way of example only and without in any way limiting the
generality of the clause or concept referred to." The headings used in this
Guarantee are included for reference only and shall not be considered in
interpreting, applying or enforcing this Guarantee.
Section 6.7. Right of Setoff. Guarantor hereby agrees with and
consents to the provisions of Section 11.4 of the Credit Agreement. Without
limiting the generality of the foregoing, Guarantor consents to the granting of
the security interest in and the collateral transfer of all of the deposits,
funds or property of Guarantor or Indebtedness of any Bank to Guarantor for the
purposes set forth in Section 11.4 of the Credit Agreement.
Section 6.8. Venue. This Guarantee is performable in Calgary,
Alberta, Canada, which shall be a proper place of venue for suit on or in
respect of this Guarantee. Guarantor irrevocably agrees that any legal
proceeding in respect of this Guarantee shall be brought in the courts of the
Province of Alberta and the courts of appeal therefrom (collectively, the
"Specified Courts"). Guarantor hereby irrevocably submits to the nonexclusive
jurisdiction of such courts.
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Guarantor hereby irrevocably waives, to the fullest extent permitted by law,
any objection which it may now or hereafter have to the laying of venue of any
suit, action or proceeding arising out of or relating to any Loan Document
brought in any Specified Court, and hereby further irrevocably waives any
claims that any such suit, action or proceeding brought in any such court has
been brought in an inconvenient forum. Guarantor further (1) agrees to
designate and maintain an agent for service of process in Calgary, Alberta,
Canada in connection with any such suit, action or proceeding and to deliver to
Administrative Agent evidence thereof and (2) irrevocably consents to the
service of process out of any of the aforementioned courts in any such suit,
action or proceeding by the mailing of copies thereof by registered mail,
return receipt requested, postage prepaid, to Guarantor at its address as
provided in this Guarantee or as otherwise provided by governing law. Nothing
herein shall affect the right of any Agent or any Bank to commence legal
proceedings or otherwise proceed against Guarantor in any jurisdiction or to
serve process in any manner permitted by applicable law. Guarantor agrees that
a final judgment in any such action or proceeding shall be conclusive and may
be enforced in other jurisdictions by suit on the judgment or in any other
manner provided by law. THIS GUARANTEE SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE APPLICABLE LAWS OF THE PROVINCE OF ALBERTA AND OF CANADA
FROM TIME TO TIME IN EFFECT.
Section 6.9. Survival. The representations, covenants and agreements
set forth in this Guarantee shall continue and survive until final termination
of this Guarantee.
Section 6.10. Rights Cumulative; Delay Not Waiver. Any Agent's or
any Bank's exercise of any right, benefit or privilege under any of the Loan
Documents or any other papers or at law or in equity shall not preclude the
concurrent or subsequent exercise of any of any Agent's or any Bank's other
present or future rights, benefits or privileges. The remedies provided in
this Guarantee are cumulative and not exclusive of any remedies provided by
law, the Loan Documents or any other papers. No failure by any Agent or any
Bank to exercise, and no delay in exercising, any right under any Loan Document
or any other papers shall operate as a waiver thereof.
Section 6.11. Severability. If any provision of this Guarantee is
held to be illegal, invalid or unenforceable under present or future laws, the
legality, validity and enforceability of the remaining provisions of this
Guarantee shall not be affected thereby, and this Guarantee shall be liberally
construed so as to carry out the intent of the parties to it.
Section 6.12. Entire Agreement. THIS GUARANTEE EMBODIES THE ENTIRE
AGREEMENT AND UNDERSTANDING AMONG GUARANTOR, AGENTS AND BANKS WITH RESPECT TO
ITS SUBJECT MATTER AND SUPERSEDES ALL PRIOR CONFLICTING OR INCONSISTENT
AGREEMENTS, CONSENTS AND UNDERSTANDINGS RELATING TO SUCH SUBJECT MATTER.
GUARANTOR ACKNOWLEDGES AND AGREES THAT THERE IS NO ORAL AGREEMENT AMONG
GUARANTOR,
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AGENTS AND BANKS WHICH HAS NOT BEEN INCORPORATED IN THIS GUARANTEE.
Section 6.13. Usury Not Intended; Saving Provisions.
Notwithstanding any provision to the contrary contained in any Loan Document,
it is expressly provided that in no case or event shall the aggregate of any
amounts accrued or paid pursuant to this Guarantee which under applicable laws
are or may be deemed to constitute interest ever exceed the maximum nonusurious
interest rate permitted by applicable laws of the Province of Alberta or the
applicable laws of Canada, whichever permit the higher rate. In this
connection, Guarantor, Agents and Banks stipulate and agree that it is their
common and overriding intent to contract in strict compliance with applicable
usury laws. In furtherance thereof, none of the terms of this Guarantee shall
ever be construed to create a contract to pay, as consideration for the use,
forbearance or detention of money, interest at a rate in excess of the maximum
rate permitted by applicable laws. No Guarantor shall ever be liable for
interest in excess of the maximum rate permitted by applicable laws. If, for
any reason whatever, such interest paid or received during the full term of the
applicable indebtedness produces a rate which exceeds the maximum rate
permitted by applicable laws, Agents or Banks, as the case may be, shall credit
against the principal of such indebtedness (or, if such indebtedness shall have
been paid in full, shall refund to the payor of such interest) such portion of
said interest as shall be necessary to cause the interest paid to produce a
rate equal to the maximum rate permitted by applicable laws. All sums paid or
agreed to be paid to any Agent or any Bank for the use, forbearance or
detention of money shall, to the extent permitted by applicable law, be
amortized, prorated, allocated and spread in equal parts throughout the full
term of the applicable indebtedness, so that the interest rate is uniform
throughout the full term of such indebtedness. The provisions of this Section
shall control all agreements, whether now or hereafter existing and whether
written or oral, among Guarantor, Agents and Banks.
Section 6.14. Acknowledgement of Terms of Credit Agreement Binding
Upon Guarantor. Guarantor acknowledges and agrees to the covenants,
agreements, representations, warranties and other provisions of the Credit
Agreement which refer to the "Parent".
THIS GUARANTEE is executed as of the date first above written.
SEAGULL ENERGY CORPORATION
By: ____________________________________
Robert M. King,
Vice President, Corporate
Development and Treasurer
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