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EXHIBIT 10.6.1
FIRST AMENDMENT
TO
SECOND AMENDED AND RESTATED
GUARANTY AGREEMENT
among
OCEAN ENERGY, INC.,
as the Guarantor,
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 GUARANTY AGREEMENT
This FIRST AMENDMENT TO SECOND AMENDED AND RESTATED GUARANTY AGREEMENT
(this "First Amendment") executed effective as of January 27, 1998 (the
"Effective Date"), is among Ocean Energy, Inc., a corporation duly organized
and validly existing under the laws of the State of Delaware (the "Guarantor");
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. Ocean Energy, Inc., a Louisiana corporation (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 by that
certain First Amendment to Second Amended and Restated Credit Agreement (as
amended and as further 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. To secure the obligations of the Borrower under the Credit
Agreement, the Guarantor executed and delivered that certain Second Amended and
Restated Guaranty Agreement dated as of October 15, 1997 (as amended, restated,
modified or otherwise supplemented from time to time, the "Credit Agreement");
C. The Guarantor has requested and the Agent and the Lenders have
agreed to amend certain provisions of the Guaranty Agreement; and
D. 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 Guaranty Agreement or the Credit Agreement but which are not
defined in this First Amendment, shall have the same meanings as defined in the
Guaranty Agreement or the Credit Agreement, as appropriate.
Section 2. Amendment to Guaranty Agreements.
2.1 Exhibit A. Exhibit A to the Guaranty Agreement is hereby
deleted and inserted in lieu thereof is Exhibit A to this First Amendment.
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Section 3. Miscellaneous.
3.1 Confirmation and Ratification. The Guarantor hereby affirms
that as of the Effective Date of this First Amendment, all of the
representations and warranties contained in the Guaranty Agreement are true and
correct as though made on and as of the Effective Date, except as such
representations and warranties are modified to give effect to transactions
expressly permitted by the Security Instruments and that no Default or Event of
Default exists. The Guarantor hereby agrees that its liabilities under the
Guaranty Agreement shall remain enforceable against it in accordance with its
terms and shall not be reduced, altered, limited, lessened or in any way
affected by the execution and delivery of this First Amendment. The Guarantor
hereby confirms and ratifies its liabilities under the Security Instruments to
which it is a party in all respects.
3.2 Continuation of Guaranty Agreement. The provisions of the
Guaranty Agreement (as amended by this First Amendment) shall remain in full
force and effect in accordance with its terms following the effectiveness of
this First Amendment.
3.3 No Oral Agreements. THIS WRITTEN FIRST AMENDMENT, THE
GUARANTY AGREEMENT AND THE OTHER DOCUMENTS 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.
3.4 GOVERNING LAW. THIS FIRST AMENDMENT (INCLUDING, BUT NOT
LIMITED TO, THE VALIDITY AND ENFORCEABILITY HEREOF AND THEREOF) SHALL BE
GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW
YORK.
3.5 Counterparts. This First Amendment may be executed in any
number of counterparts, all of which taken together shall constitute one and
the same instrument and any of the parties hereto may execute this First
Amendment by signing any such counterpart.
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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.
GUARANTOR: 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
AGENT: THE CHASE MANHATTAN BANK, as Agent
By: /s/ [ILLEGIBLE]
------------------------------------
Name:
Title:
LENDER: THE CHASE MANHATTAN BANK
By: /s/ [ILLEGIBLE]
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Name:
Title:
LENDER: BANQUE PARIBAS
By: /s/ DOUGLAS R. LIFTMAN
------------------------------------
Name: Douglas R. Liftman
Title: Vice President
By: /s/ MARIAN LIVINGSTON
------------------------------------
Name: Marian Livingston
Title: Vice President
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LENDER: BANK ONE, TEXAS, N.A.
By: /s/ DAVID W. PHILLIPS
------------------------------------
Name: David W. Phillips
Title: Vice President
LENDER: BANK OF MONTREAL
By: /s/ [ILLEGIBLE]
------------------------------------
Name:
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
------------------------------------
Elizabeth Wilby Hunter
Vice President
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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
LENDER: HIBERNIA NATIONAL BANK
By: /s/ COLLEEN McEVOY SMITH
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Colleen McEvoy Smith
Vice President
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Exhibit A
[Form of]
Officer's Certificate
The undersigned hereby certify that he is the ____________________
of OCEAN ENERGY, INC., a Delaware corporation (the "Guarantor"), and that as
such he is authorized to execute this certificate on behalf of the Guarantor.
This Certificate is delivered pursuant to Section 3.02 of that certain Second
Amended and Restated Guaranty Agreement dated as of October 15, 1997 (as amended
by that certain First Amendment to Second Amended and Restated Guaranty
Agreement dated as of January __, 1998, and as further amended or supplemented
from time to time, the "Guaranty Agreement") by the Guarantor in favor of THE
CHASE MANHATTAN BANK, AS AGENT (the "Agent"), and the Lenders. All capitalized
terms not defined herein shall have the meaning assigned such terms in the
Guaranty Agreement and in that certain Second Amended and Restated Credit
Agreement dated as of October 15, 1997 among OCEAN ENERGY, INC., a Louisiana
corporation (the "Borrower"), the Agent and the Lenders (as amended by that
certain First Amendment to Second Amended and Restated Credit Agreement dated
as of January __, 1998, and as further amended or supplemented from time to
time, the "Credit Agreement"), as such terms are incorporated by reference into
the Guaranty Agreement.
The undersigned hereby represents and warrants as follows:
(a) No Default has occurred and is continuing under the Credit
Agreement, the Guaranty Agreement or any of the Loan Documents [or if a Default
exists, specify the nature and status thereof and the Guarantor's or the
Borrower's proposed response].
(b) The Guarantor is in compliance with the following negative
covenants:
(i) Current Ratio. (Show Calculation)
(ii) Tangible Net Worth. (Show Calculation)
(iii) Interest Coverage Ratio. (Show Calculation)
(iv) Leverage Ratio. (Show Calculation)
(v) Dividends, Distributions and Redemptions. (Show
Amount of Dividends and Calculation)
(c) If quarterly borrowings and LC Exposure exceed $100,000,000 at
any time, show calculations for each of the Indenture and the Subordinated
Indenture demonstrating (i) that such borrowings and LC Exposure constitute
"Permitted Indebtedness" (as defined in the 9-3/4% Subordinated Indenture)
and/or that the Guarantor has not violated Section 10.11 of the 9-3/4%
Subordinated Indenture (i.e., demonstrate that Consolidated Fixed Charge
Coverage Ratio is at least 3.0 to 1.0).
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EXECUTED AND DELIVERED this ____ day of ______________, 199__.
GUARANTOR:
OCEAN ENERGY, INC.
By:
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Name:
Title: