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EXHIBIT 10.4.1
FIRST AMENDMENT
TO
SECOND AMENDED AND RESTATED
CREDIT AGREEMENT
among
OCEAN ENERGY, INC.,
as the Borrower,
THE CHASE MANHATTAN BANK,
as Agent,
and
THE LENDERS SIGNATORY HERETO
Effective as of January 27, 1998
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FIRST AMENDMENT TO SECOND AMENDED
AND RESTATED CREDIT AGREEMENT
THIS FIRST AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT
(this "First Amendment") executed effective as of the 27th day of January, 1998
(the "Effective Date"), is among Ocean Energy, Inc., a corporation duly
organized and validly existing under the laws of the State of Louisiana (the
"Borrower"); each of the lenders under the Credit Agreement (hereinafter
defined) (individually, a "Lender" and, collectively, the "Lenders"); and THE
CHASE MANHATTAN BANK, as agent for the Lenders under the Credit Agreement (in
such capacity, together with its successors in such capacity, the "Agent").
RECITALS.
A. The Borrower, the Agent and the Lenders are parties to that
certain Second Amended and Restated Credit Agreement dated as of October 15,
1997 (as amended, restated, modified or otherwise supplemented from time to
time, the "Credit Agreement"), pursuant to which the Lenders have made certain
credit available to and on behalf of the Borrower; and
B. The Borrower has requested and the Agent and the Lenders have
agreed to amend certain provisions of the Credit Agreement; and
C. Now, therefore, in consideration of the premises and the
mutual covenants herein contained, for good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto
agree as follows:
Section 1. Defined Terms. All capitalized terms which are
defined in the Credit Agreement, but which are not defined in this First
Amendment, shall have the same meanings as defined in the Credit Agreement.
Unless otherwise indicated, all section references in this First Amendment
refer to the Credit Agreement.
Section 2. Amendments to Credit Agreement.
2.1 Section 1.02. Section 1.02 is hereby amended to add the
following definitions of "First Amendment" and "First Amendment Effective Date"
where alphabetically appropriate:
"First Amendment" shall mean that certain First Amendment to
Second Amended and Restated Credit Agreement dated as of January __,
1998 among the Borrower, the Agent and the Lenders.
"First Amendment Effective Date" shall mean the "Effective
Date" as such term is defined in the First Amendment.
2.2 Section 8.07(a). Section 8.07(a) is hereby deleted in its
entirety and the following is inserted in lieu thereof:
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(a) Not less than 30 days prior to each Scheduled
Redetermination Date, commencing with the Scheduled Redetermination
Date to occur on April 1, 1998, the Borrower shall furnish to the
Agent (who shall promptly notify each of the Lenders) a Reserve
Report. The January 1 Reserve Report of each year shall be comprised
of two reports; one being prepared by or under the supervision of
certified independent petroleum engineers or other independent
petroleum consultant(s) acceptable to the Agent and evaluating Oil and
Gas Properties comprising not less than eighty percent (80%) of the
PV10 of the Borrower's and its Subsidiaries' Oil and Gas Properties,
and the other being prepared by or under the supervision of the chief
petroleum engineer of the Borrower (utilizing substantially similar
procedures to those used by its independent petroleum engineers) and
evaluating the Oil and Gas Properties comprising the remaining PV10 of
its and its Subsidiaries' Oil and Gas Properties. The July 1 Reserve
Report of each year shall be prepared by or under the supervision of
the chief petroleum engineer of the Borrower who shall certify such
Reserve Report to be true and accurate and to have been prepared in
accordance with the procedures used in the immediately proceeding
January 1 Reserve Report.
Section 3. Conditions Precedent. The effectiveness of this
First Amendment is subject to the receipt by the Agent of the following
documents and satisfaction of the conditions provided in this Section 3, each
of which shall be satisfactory to the Agent in form and substance:
3.1 Loan Documents. The Agent shall have received multiple
counterparts, as requested of this First Amendment, executed and delivered by a
duly authorized officer of each party.
3.2 No Default. No Default or Event of Default shall have
occurred and be continuing as of the Effective Date.
Section 4. Representations and Warranties. The Borrower and the
Parent Company hereby affirms that as of the date of execution and delivery of
this First Amendment, all of the representations and warranties contained in
the Credit Agreement are true and correct in all material respects as though
made on and as of the Effective Date and after giving effect to this First
Amendment and to the transactions contemplated hereby and that no Defaults
exist under the Credit Agreement or will exist under the Credit Agreement after
giving effect to the aforesaid transactions.
Section 5. Miscellaneous.
5.1 Confirmation. The provisions of the Credit Agreement (as
amended by this First Amendment) shall remain in full force and effect in
accordance with their terms following the effectiveness of this First
Amendment.
5.2 Ratification and Affirmation of Parent Company. The Parent
Company hereby expressly (i) acknowledges the terms of this First Amendment,
(ii) ratifies and affirms its obligations under the Guaranty Agreement, (iii)
acknowledges, renews and extends its continued liability under the Guaranty
Agreement and agrees that said Guaranty Agreement remains in full force and
effect with respect to the Indebtedness.
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5.3 Counterparts. This First Amendment may be executed by one or
more of the parties hereto in any number of separate counterparts, and all of
such counterparts taken together shall be deemed to constitute one and the same
instrument.
5.4 No Oral Agreement. THIS WRITTEN FIRST AMENDMENT, THE CREDIT
AGREEMENT AND THE OTHER SECURITY INSTRUMENTS EXECUTED IN CONNECTION THEREWITH
REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED
BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE
PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.
5.5 GOVERNING LAW. THIS FIRST AMENDMENT (INCLUDING, BUT NOT
LIMITED TO, THE VALIDITY AND ENFORCEABILITY HEREOF) SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
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IN WITNESS WHEREOF, the parties hereto have caused this First
Amendment to be duly executed effective as of the date first written above.
BORROWER: OCEAN ENERGY, INC., a Louisiana corporation
By: /s/ ROBERT L. BELK
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Robert L. Belk
Executive Vice President and Chief Financial
Officer
PARENT COMPANY OCEAN ENERGY, INC.,a Delaware corporation
By: /s/ ROBERT L. BELK
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Robert L. Belk
Executive Vice President and Chief Financial
Officer
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AGENT: THE CHASE MANHATTAN BANK, as Agent
By: /s/ ILLEGIBLE
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Name: ILLEGIBLE
Title: Vice President
LENDER: THE CHASE MANHATTAN BANK
By: /s/ ILLEGIBLE
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Name: ILLEGIBLE
Title: Vice President
LENDER: BANQUE PARIBAS
By: /s/ DOUGLAS R. LIFTMAN
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Name: Douglas R. Liftman
Title: Vice President
By: /s/ MARIAN LIVINGSTON
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Name: Marian Livingston
Title: Vice President
LENDER: BANK ONE, TEXAS, N.A.
By: /s/ DAVID W. PHILLIPS
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Name: David W. Phillips
Title: Vice President
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LENDER: BANK OF MONTREAL
By: /s/ ILLEGIBLE
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Name: ILLEGIBLE
Title:
LENDER: FIRST NATIONAL BANK OF COMMERCE
By: /s/ DAVID R. REID
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David R. Reid
Senior Vice President
LENDER: SOCIETE GENERALE, SOUTHWEST AGENCY
By: /s/ ELIZABETH WILBY HUNTER
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Elizabeth Wilby Hunter
Vice President
LENDER: BANK OF AMERICA NATIONAL TRUST AND
SAVINGS ASSOCIATION
By: /s/ RONALD E. MCKAIG
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Name: Ronald E. McKaig
Title: Vice President
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LENDER: HIBERNIA NATIONAL BANK
By: /s/ COLLEEN MCEVOY
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Colleen McEvoy
Vice President
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