Exhibit 10.5
INTERCREDITOR AGREEMENT
among
OCEAN ENERGY, INC.,
a Delaware corporation,
OCEAN ENERGY, INC.,
a Louisiana corporation,
UMC RESOURCES CANADA LTD.,
CHASE BANK OF TEXAS, NATIONAL ASSOCIATION,
as Administrative Agent and Paying Agent,
XXXXXX GUARANTY TRUST COMPANY OF NEW YORK,
as Syndication Agent,
BARCLAYS BANK PLC,
as Documentation Agent,
ABN AMRO BANK, N.V.,
BANK OF AMERICA NATIONAL TRUST &
SAVINGS ASSOCIATION,
BANQUE PARIBAS,
NATIONSBANK OF TEXAS, N.A.,
SOCIETE GENERALE, SOUTHWEST AGENCY,
AND
XXXXX FARGO BANK (TEXAS), N.A.,
as Co-Agents,
THE CHASE MANHATTAN BANK OF CANADA,
as Canadian Agent,
and
THE LENDERS NOW OR HEREAFTER PARTIES HERETO
March 27, 1998
TABLE OF CONTENTS
ARTICLE I
DEFINITIONS
Section 1.01 Definitions.................................................2
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Section 1.02 Incorporation of U.S. Credit Agreement Definitions..........3
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ARTICLE II
APPLICATION OF PROCEEDS
Section 2.01 Election to Pursue Remedies.................................3
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Section 2.02 Duty of the Paying Agent....................................4
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Section 2.03 Application of Proceeds.....................................4
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Section 2.04 Payments by Paying Agent....................................5
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Section 2.05 Notices under Related Documents.............................5
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Section 2.06 Amendments..................................................5
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Section 2.07 Pro Rata Treatment..........................................5
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Section 2.08 Voting Procedure............................................6
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Section 2.09 Triggering Event............................................6
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Section 2.10 Bankruptcy Preferences......................................6
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Section 2.11 Property of Obligors........................................6
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Section 2.12 Marshalling.................................................6
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Section 2.13 Lender Dealings; Good Faith.................................7
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ARTICLE III
CALCULATION OF INDEBTEDNESS
Section 3.01 Notice of Amount of Indebtedness............................7
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Section 3.02 Escrow Account..............................................7
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Section 3.03 Handling of Escrow Account..................................7
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Section 3.04 Currency Conversion.........................................8
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ARTICLE IV
THE PAYING AGENT
Section 4.01 Appointment of Paying Agent.................................8
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Section 4.02 Nature of Duties of Paying Agent............................8
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Section 4.03 Lack of Reliance on the Paying Agent........................9
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Section 4.04 Certain Rights of the Paying Agent..........................9
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Section 4.05 Reliance by Paying Agent...................................10
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Section 4.06 Paying Agent's Reimbursements and Indemnification..........10
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Section 4.07 The Paying Agent in its Individual Capacity................10
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Section 4.08 Creditors as Owners........................................10
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Section 4.09 Successor Paying Agent.....................................10
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Section 4.10 Employment of Paying Agent and Counsel......................11
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Section 4.11 Independent Action..........................................11
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ARTICLE V
MISCELLANEOUS
Section 5.01 Authority...................................................11
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Section 5.02 Termination.................................................11
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Section 5.03 Notices, etc................................................11
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Section 5.04 Payment of Expenses, Indemnities, etc.......................12
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Section 5.05 Applicable Law..............................................12
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Section 5.06 Entire Agreement............................................12
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Section 5.07 Execution in Counterparts...................................12
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Section 5.08 Amendment of Defined Instruments............................12
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Section 5.09 References and Titles.......................................12
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Section 5.10 Severability................................................12
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Section 5.11 Conflict with Loan Documents................................13
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Section 5.12 Limitation by Law...........................................13
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Section 5.13 Benefit of Agreement; Limitation on Assignment..............13
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INTERCREDITOR AGREEMENT
THIS INTERCREDITOR AGREEMENT dated as of March 27, 1998 (this
"Agreement"), is among: OCEAN ENERGY, INC., a corporation duly organized and
validly existing under the laws of the state of Delaware ("OEI"); OCEAN ENERGY,
INC., a corporation duly organized and validly existing under the laws of the
state of Louisiana (the "Company"); UMC RESOURCES CANADA LTD., a company
continued under the laws of the Province of British Columbia ("UMC Canada");
each of the other Persons now or hereafter parties hereto as an Obligor; each of
the financial institutions that is now or hereafter a party hereto
(individually, a "U.S. Lender" and, collectively, the "U.S. Lenders"); CHASE
BANK OF TEXAS, NATIONAL ASSOCIATION, AS ADMINISTRATIVE AGENT for the U.S.
Lenders (in such capacity, the "Administrative Agent") and as Paying Agent for
the Lender Group, XXXXXX GUARANTY TRUST COMPANY OF NEW YORK, AS SYNDICATION
AGENT for the U.S. Lenders (in such capacity, the "Syndication Agent"), BARCLAYS
BANK PLC, AS DOCUMENTATION AGENT for the U.S. Lenders (in such capacity, the
"Documentation Agent"), and ABN AMRO BANK, N.V., BANK OF AMERICA NATIONAL TRUST
& SAVINGS ASSOCIATION, BANQUE PARIBAS, NATIONSBANK OF TEXAS, N.A., SOCIETE
GENERALE, SOUTHWEST AGENCY AND XXXXX FARGO BANK (TEXAS), N.A., AS CO-AGENTS for
the U.S. Lenders (in such capacity, the "Co-Agents"), THE CHASE MANHATTAN BANK
OF CANADA ("Chase Canada"), as agent for the Canadian Lenders (in such capacity,
the "Canadian Agent"), each of the lenders now or hereafter parties to the
Canadian Credit Agreement (collectively, the "Canadian Lenders").
RECITALS
A. On the date of this Intercreditor Agreement, OEI, as guarantor, the
Company, the Administrative Agent, the Syndication Agent, the Documentation
Agent, the Co-Agents (the Administrative Agent, the Documentation Agent and the
Co-Agents collectively being the "U.S. Agents"), and the U.S. Lenders are
entering into that certain Global Credit Agreement (as the same is from time to
time supplemented, amended, restated, extended, or increased herein called the
"U.S. Credit Agreement").
B. On the date of this Intercreditor Agreement, UMC Canada, the
Canadian Agent, and the Canadian Lenders are entering into that certain Credit
Agreement (as the same is from time to time supplemented, amended, restated,
extended, or increased herein called the "Canadian Credit Agreement").
C. To secure, inter alia, the U.S. Indebtedness of the Company under
the U.S. Credit Agreement and the Canadian Indebtedness of UMC Canada under the
Canadian Credit Agreement (collectively, the "Credit Agreements") and the other
obligations of the Obligors under the Loan Documents, the Obligors will execute
and deliver the Loan Documents.
D. The U.S. Lenders and the Canadian Lenders (collectively, the
"Lenders") and the U.S. Agents and the Canadian Agent (collectively, the
"Agents"; and the Paying Agent, the Lenders and the Agents collectively being
the "Lender Group") are entering into this Intercreditor Agreement to establish
their relative rights with respect to payment of their respective Indebtedness
owed by the Obligors, to agree as to the exercise of certain remedies and to
appoint Chase Bank of Texas, National Association as Paying Agent for the
purposes of dealing with the Loan Documents and apportioning payments among the
Lenders and for other purposes as set forth herein.
E. The execution and delivery of this Intercreditor Agreement is a
condition to the performance by each Lender of its obligations under the Credit
Agreement to which it is a party.
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F. NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged and to induce the U.S. Agents and
the U.S. Lenders to enter into the U.S. Credit Agreement and the Canadian Agent
and the Canadian Lenders to enter into the Canadian Credit Agreement, the
parties hereto hereby agree as follows:
ARTICLE I
DEFINITIONS
Section 1.01 Definitions. The terms defined in the recitals shall have
the meanings assigned to those terms in such recitals, and the following terms
shall have the meanings assigned as follows:
"Acceptance Exposure" means, at any time, the aggregate face amount of
all Bankers Acceptances outstanding at such time for which UMC Canada has not
yet reimbursed the Canadian Lenders which have accepted such Bankers Acceptance
pursuant to the terms of the Canadian Credit Agreement.
"Balance" shall have the meaning assigned such term in Section 3.03.
"Business Day" shall mean any day excluding Saturday, Sunday and any
other day on which banks are required or authorized to close in Houston, Texas,
Toronto or Calgary, Alberta.
"Canadian Indebtedness" shall mean the Indebtedness (as defined in the
Canadian Credit Agreement) and shall include the aggregate Acceptance Exposure.
"Canadian Lender Notes" shall mean the Notes issued to the Canadian
Lenders under the Canadian Credit Agreement.
"Commitments" shall mean the sum of the Aggregate Commitments of the
U.S. Lenders under the U.S. Credit Agreement and the Aggregate Commitments of
the Canadian Lenders under the Canadian Credit Agreement.
"Contingent Indebtedness" shall have the meaning assigned such term in
Section 3.03.
"Conversion Ratio" shall have the meaning assigned such term in Section
3.04.
"Escrow Account" shall have the meaning assigned such term in Section
3.02.
"Group" shall mean the U.S. Lenders, as a group of Lenders, or the
Canadian Lenders, as a group of Lenders, as the case may be.
"Indebtedness" shall mean all U.S. Indebtedness and Canadian
Indebtedness, including, but not limited to, all other sums of money which may
be hereafter paid or advanced by the Agents or the Lenders under the terms and
provisions of this Intercreditor Agreement or the other Loan Documents as such
sums of money relate either to the administration, protection and exercise of
remedies in connection with this Intercreditor Agreement or the Loan Documents,
or to any reimbursement and indemnity provisions contained in this Intercreditor
Agreement and the Loan Documents.
"Issuing Bank" shall mean, for each of the Letters of Credit, the
issuer of such Letter of Credit.
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"Notes" shall mean the U.S. Lender Notes and the Canadian Lender Notes.
"Obligors" shall mean OEI, the Company and UMC Canada.
"Paying Agent" shall mean Chase Bank of Texas, National Association in
such capacity, together with all successors in such capacity under the terms of
this Intercreditor Agreement.
"Pro Rata Share" shall mean as to each holder of any of the
Indebtedness the percentage that the Indebtedness held by such holder represents
of all Indebtedness.
"Proceeds" shall mean all cash proceeds and other Property received by
the Paying Agent or any of the Lenders from or for the account of any Obligor,
from whatever source.
"Triggering Event" shall have the meaning assigned such term in Section
2.09.
"U.S. $ Amount" shall have the meaning assigned such term in Section
3.04.
"U.S. Indebtedness" shall mean the Indebtedness, including but not
limited to, the amount of the LC Exposure which is not at such time a part of
the fixed Indebtedness.
"U.S. Lender Notes" shall mean the Notes issued to the U.S. Lenders
under the U.S. Credit Agreement.
Section 1.02 Incorporation of U.S. Credit Agreement Definitions.
Capitalized terms not defined herein shall have the meaning assigned such terms
in the U.S. Credit Agreement.
ARTICLE II
APPLICATION OF PROCEEDS
Section 2.01 Election to Pursue Remedies.
(a) Upon the occurrence and during the continuance of any Triggering
Event, the Paying Agent shall, subject to Section 2.02 and Article IV, take or,
as appropriate, direct the appropriate trustee or agent to take any and all
actions provided for in the Loan Documents relating to the pursuit of remedies,
including the foreclosure or disposition of collateral, if any, only if such
actions are authorized as provided in this Section 2.01.
(b) Upon the occurrence and during the continuance of any Triggering
Event, the Lenders shall vote on whether or not to pursue any remedy or remedies
available to them at law or otherwise, including whether or not to foreclose on
or dispose of collateral, if any. If the Required Lenders at such time vote to
pursue any particular remedy or remedies, including foreclosure or disposition
of collateral, instructions specifying the particular action to be taken from
the Required Lenders shall be delivered to the Paying Agent. Upon receipt by the
Paying Agent of such instructions from the Required Lenders, with indemnities
appropriate for such instructions as provided in Section 4.04, the Paying Agent
shall immediately commence to take or direct the instructed actions (and
continue to take such actions) relating such remedies.
(c) Without regard to the occurrence of a Triggering Event, upon the
written instruction of the Required Lenders, with indemnities appropriate for
such instructions as provided in Section 4.04, the Paying
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Agent shall (i) take or direct any action provided for in the Loan Documents
(other than foreclosure or disposition of the collateral) or proceed to enforce,
or direct the enforcement of, consistent with the Loan Documents and applicable
law (other than foreclosure or disposition of the collateral), the rights or
powers provided in the Loan Documents and under applicable law for the benefit
of the Lender Group and shall give such notice or direction or shall take such
action or exercise such right or power hereunder or under any of the Loan
Documents incidental thereto as shall be reasonably specified in such
instructions and consistent with the terms of the Loan Documents and this
Intercreditor Agreement; and/or (ii) execute such instruments or agreements or
take such other action in connection with the Loan Documents as may be deemed
reasonably necessary or appropriate by the Required Lenders and consistent with
the terms of the Loan Documents and this Intercreditor Agreement. Such action
may include, but is not limited to (x) the giving of any notice, approval,
consent or waiver which may be called for under the Loan Documents, (y) the
requiring of the execution and delivery of additional Loan Documents, or (z)
employing agents or directing trustees in order to accomplish the actions
requested.
(d) Nothing in this Section 2.01 shall impair the right of a Lender to
exercise its rights of set-off existing at law or under the Credit Agreements,
but in any event, subject to the terms thereof.
Section 2.02 Duty of the Paying Agent.
(a) The Paying Agent shall not be obligated to follow any instructions
of any one or more of the Lenders if: (i) such instructions conflict with the
provisions of this Intercreditor Agreement or any other Loan Document or any
applicable law or (ii) the Paying Agent has not been adequately indemnified to
its satisfaction. Nothing in this Article II shall impair the right of the
Paying Agent in its discretion to take any action, to the extent that the
consent of any of the Lenders is not required or to the extent such action is
not prohibited by the terms hereof, which it deems proper and consistent with
the instructions given by the Lenders as provided for herein. In the absence of
written instructions, containing the appropriate indemnities, from the Lenders
or Required Lenders as appropriate for any particular matter, the Paying Agent
shall have no duty to take or refrain from taking any action unless such action
or inaction is explicitly required by the terms of this Intercreditor Agreement.
(b) Beyond its duties expressly provided herein or in any Loan Document
and its duties to account to the Lender Group and/or the Obligors for monies and
other Property received by it hereunder or under any Loan Document, the Paying
Agent shall not have any implied duty to the Lender Group or any Obligor as to
any Property belonging to an Obligor (whether or not the same constitutes
collateral) in its possession or control or in the possession or control of any
of its agents or nominees, or any income thereon or as to the preservation of
rights against prior parties or any other rights pertaining thereto.
Section 2.03 Application of Proceeds.
(a) Upon the occurrence and during the continuance of a Triggering
Event, all Proceeds shall be applied as follows and in accordance with Section
3.03:
(i) First, to the pro rata payment of costs and expenses
reasonably incurred by the Paying Agent, the Agents or any other Lender
in connection with any action taken or proceeding brought, including
reasonable legal expenses and attorneys' fees, and of all Taxes (other
than Excluded Taxes) or assessments.
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(ii) Second, any Balance remaining shall be applied to repay
the Indebtedness or held in escrow as specified in Section 3.03.
(iii) Finally, the payment of surplus proceeds, if any, to any
Person that may be lawfully entitled to receive the same, including
without limitation, an Obligor, and in the order of priority specified
for by any Governmental Requirement.
(b) At any time other than after the occurrence and during continuance
of a Triggering Event, payments made to the Lenders may be applied as provided
in the Credit Agreements.
Section 2.04 Payments by Paying Agent. All payments by the Paying Agent
hereunder shall be delivered to the administrative agents under the Credit
Agreements for distribution in the manner set forth therein.
Section 2.05 Notices under Related Documents. The Paying Agent shall
deliver to each Lender promptly upon receipt thereof, duplicates or copies of
all material notices, requests and other instruments received by the Paying
Agent under or pursuant to this Intercreditor Agreement or any Loan Document, to
the extent that the same shall not have been previously furnished to such Lender
pursuant hereto or thereto. Promptly upon obtaining such knowledge, each Lender
agrees: (a) to deliver to the Paying Agent, at the same time it makes delivery
to the Obligors, a copy of any notice of default, notice of intent to accelerate
or notice of acceleration with respect to the Indebtedness subject to this
Intercreditor Agreement; (b) to deliver to the Paying Agent, at the same time it
makes delivery to any other Person, a copy of any notice of the commencement of
any judicial proceeding and a copy of any other notice with respect to the
exercise of remedies with respect to the Indebtedness subject to this
Intercreditor Agreement. The Paying Agent agrees to deliver to each Lender any
notice or other communication received by it from any Lender pursuant to clause
(a) or (b) of this Section 2.05.
Section 2.06 Amendments. Amendments, modifications, supplements,
waivers, consents and approvals of or in connection with this Intercreditor
Agreement or any other Loan Document (other than the Credit Agreements) may be
effectuated only upon the written consent of the Required Lenders (and, if the
rights or duties of the Paying Agent and the Agents or any Obligors are affected
thereby, by the Paying Agent and the Agents or the applicable Obligor, as the
case may be). Amendments, modifications, supplements, waivers, consents and
approvals of or in connection with the Credit Agreements shall be effectuated
only in accordance with the terms contained therein.
Section 2.07 Pro Rata Treatment. The Lenders hereby agree among
themselves that (a) prior to the occurrence and continuance of a Triggering
Event, each Lender shall be entitled to receive and retain for its own account
scheduled payments or voluntary prepayments of principal, interest, fees and
premium, if any, all in compliance with the Credit Agreements, and (b) after the
occurrence and during the continuance of a Triggering Event, all Proceeds shall
be applied by the Paying Agent and shared by Lenders in accordance with the
respective Pro Rata Share held by each of them and in accordance with Section
2.03(a). In the event that any Lender shall obtain payment after the occurrence
and during the continuance of a Triggering Event, whether in whole or in part,
from any source in respect of its portion of the Indebtedness, including without
limitation payments by reason of the exercise of its right of offset, banker's
lien, general lien or counterclaim, such Lender shall promptly pay to the Paying
Agent such amount for application in accordance with Section 2.03(a).
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Section 2.08 Voting Procedure. Notwithstanding anything to the contrary
herein, in the Credit Agreements or in any other Loan Document, the Lenders
agree that for purposes of any provision hereof or thereof that requires a vote
of the Required Lenders, each Lender shall have the right to vote independently
of the other Lenders in its Group. When this Intercreditor Agreement requires a
vote of the Required Lenders, the Paying Agent shall poll the Lenders in order
to determine the vote of the Required Lenders (and such vote shall be binding
upon the Lenders who are not among the Required Lenders). The Obligors and the
Lender Group may rely on the Paying Agent with regard to any such vote without
any duty of further inquiry.
Section 2.09 Triggering Event. The occurrence of any of the following
shall constitute a "Triggering Event":
(a) The occurrence and continuance of an Event of Default specified in
Sections 10.01(f), (g), and (h) of the U.S. Credit Agreement as it relates to
OEI, the Company or UMC Canada, or
(b) The Paying Agent shall have received from either the Administrative
Agent, the Canadian Agent or the Required Lenders, as appropriate, written
advice, which advice shall reference this Section 2.09, (i) that an Event of
Default has occurred and is continuing and (ii) that the unpaid principal amount
of the Notes and all interest accrued and unpaid thereon have been declared to
be then due and payable.
Section 2.10 Bankruptcy Preferences. If any payment actually received
by any member of the Lender Group is subsequently invalidated, declared to be
fraudulent or preferential or set aside and is required to be repaid to a
trustee, receiver or any other party under any bankruptcy law, state, provincial
or Federal law, common law, or equitable cause, then the Paying Agent shall
distribute to such Person from the Balance, exclusive of any amount in the
Escrow Account in accordance with Section 3.03, an amount equal to such payment.
If, due to previous disbursements to the Lender Group pursuant to Section
2.03(a), the Balance then held by the Paying Agent is insufficient for such
purpose, then each other member of the Lender Group shall pay to such Person
upon demand an amount equal to a ratable portion of such payment according to
the aggregate amounts distributed to each member of the Lender Group by the
Paying Agent.
Section 2.11 Property of Obligors. The Lenders agree that all the
provisions of this Intercreditor Agreement shall apply to any and all Properties
and rights of the Obligors or any other Obligor in which the Paying Agent (in
its capacity as such), any Agent or any Lender at anytime acquires a right of
set-off or Lien, whether pursuant to the Loan Documents, the Credit Agreements
or a judgment, including, without limitation, real property or rights in, on or
over real property, notwithstanding any provision to the contrary in any
mortgage, leasehold mortgage or other document purporting to grant or perfect
any Lien in favor of any Lender, any Agent, or the Paying Agent.
Section 2.12 Marshalling. The Paying Agent shall not be required to
marshal any present or future security for (including without limitation any
collateral described in any of the Loan Documents), or guaranties of the
Indebtedness or any part or portion thereof, or to resort to such security or
guaranties in any particular order; and all rights in respect of such securities
and guaranties shall be cumulative and in addition to all other rights, however
existing or arising. To the extent that they lawfully may, each Obligor, Agent
and Lender hereby agrees that it will not invoke any law relating to the
marshaling of collateral which might cause delay or impede the enforcement of
the Lender Group's rights under the Loan Documents or under any other instrument
evidencing any of the Indebtedness or under which any of the Indebtedness is
outstanding or by which any of the Indebtedness is secured or guaranteed.
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Section 2.13 Lender Dealings; Good Faith. Nothing contained in this
Intercreditor Agreement shall prevent either Group of Lenders from dealing
directly or negotiating with the other Group for any purpose, including, but not
limited to, the purpose of attempting to reach agreement as to any vote or
proposed vote relating to the Paying Agent's actions hereunder, whether or not
any Triggering Event or other Default or Event of Default has occurred. Each
U.S. Agent and U.S. Lender covenants and agrees with and for the benefit of the
Canadian Agent and each Canadian Lender, and the Canadian Agent and each
Canadian Lender covenants and agrees with and for the benefit of each U.S. Agent
and U.S. Lender, that it will, in taking any action under this Intercreditor
Agreement or directing the Paying Agent to exercise any remedy hereunder or
under any other Loan Document, take such action or make such direction in good
faith and in a commercially reasonable manner and not for the purpose of
hindering, delaying, obstructing or preventing the exercise by the other of its
rights under the Loan Documents.
ARTICLE III
CALCULATION OF INDEBTEDNESS
Section 3.01 Notice of Amount of Indebtedness. Upon receipt of any
Proceeds to be distributed pursuant to Section 2.03(a)(ii), the Paying Agent
shall give the Lenders notice thereof, and each Lender shall within five (5)
Business Days notify the Paying Agent of the amount of Indebtedness owing to
such Lender. Such notification shall state the amount of its Indebtedness, how
much is then due and owing, and how much is Contingent Indebtedness. Each Lender
with Contingent Indebtedness shall describe the status of such Indebtedness. If
requested by the Paying Agent, each Lender shall demonstrate that the amounts
set forth in its notice are actually owing to such Lender to the satisfaction of
the Paying Agent.
Section 3.02 Escrow Account. Prior to taking any action to enforce any
Lien or remedy under any Loan Document, or requesting cash collateral for the
Letters of Credit or Bankers Acceptances, the Paying Agent shall open an escrow
account (the "Escrow Account") at its banking quarters in Houston, Texas (or
such other city where any successor may maintain banking quarters) designated
the "OEI Collateral Account."
Section 3.03 Handling of Escrow Account. Upon each receipt by the
Paying Agent of Proceeds and after payment therefrom of all items referred to in
Section 2.03(a)(i), remaining Proceeds ("Balance") shall be applied as provided
in this Section 3.03. If at such time, there exists any Indebtedness which is
contingent in amount, including, without limitation, contingent amounts of LC
Exposure, but not including the Acceptance Exposure (such Indebtedness being
"Contingent Indebtedness"), the Paying Agent shall (with the information
provided under Section 3.01) determine the amount of all Indebtedness then
outstanding, including, without limitation, Contingent Indebtedness. The Balance
shall be applied as follows:
(a) If no Contingent Indebtedness is outstanding, then all such Balance
shall be applied to repay or prepay the amount of the Indebtedness then
outstanding until the Indebtedness shall have been paid in full.
(b) If there exists Contingent Indebtedness, the Paying Agent shall (i)
deposit in the Escrow Account a portion of such Balance equal to the Contingent
Indebtedness divided by total Indebtedness (until such time as the amount on
deposit in the Escrow Account equals the maximum amount of the Contingent
Indebtedness), and (ii) apply the remaining Balance to repay or prepay the
amount of the Indebtedness then outstanding until the Indebtedness shall have
been paid in full. Thereafter, any further remaining Balance shall be returned
or applied as provided in Section 2.03(a)(iii).
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(c) If at any time Contingent Indebtedness or any part thereof becomes
Indebtedness which is no longer contingent, any funds held in the Escrow Account
up to the amount (or pro rata amount based upon the total amount of remaining
Contingent Indebtedness if the Escrow Amount is less than the amount of the
remaining Contingent Indebtedness) of such Indebtedness which has become fixed
(or pro rata amount based upon the total amount of remaining Contingent
Indebtedness) shall be distributed pro rata to the holders of such previously
Contingent Indebtedness. If all of the fixed Indebtedness has been paid in full
and the Paying Agent determines that the amount of monies held in the Escrow
Account exceeds the sum of the Contingent Indebtedness outstanding at such time,
such excess shall be returned or applied as provided in Section 2.03(a)(iii).
Section 3.04 Currency Conversion. To the extent that calculations under
this Intercreditor Agreement involve U.S. and Canadian currency (or any other
currency), the Paying Agent shall, at the time of such calculation, determine
all amounts based on U.S. dollars, using a conversion ratio (the "Conversion
Ratio") determined by it in good faith (the "U.S. $ Amount"). The amount of
distributions of a Lender's Pro Rata Share shall be based upon the U.S. $
Amount, but in the case of a Canadian Lender shall be distributed in and
converted to a Canadian dollar amount calculated by using the Conversion Ratio.
ARTICLE IV
THE PAYING AGENT
Section 4.01 Appointment of Paying Agent. Each Lender hereby designates
Chase Bank of Texas, National Association to act as the Paying Agent for the
Lenders with respect to any collateral pledge under any of the Loan Documents,
the enforcement of any Liens granted thereunder and the collection of Proceeds
following the disposition of any such collateral. Each Lender hereby authorizes
the Paying Agent to designate The Chase Manhattan Bank of Canada to act as the
agent for the Paying Agent on behalf of the Lenders with respect to the Canadian
assets under the Loan Documents. Each Lender hereby authorizes the Paying Agent
to take such action on its behalf under the provisions of this Intercreditor
Agreement and the Loan Documents and to exercise such powers and to perform such
duties hereunder and thereunder as are specifically delegated to either Chase
Bank of Texas, National Association, as Administrative Agent, or The Chase
Manhattan Bank of Canada, as Canadian Agent, or required of the Paying Agent by
the terms hereof and such other powers as are reasonably incidental thereto. The
Paying Agent may perform any of its duties hereunder by or through its agents or
employees. The Paying Agent agrees to act as Paying Agent upon the express terms
and conditions contained in this Article IV.
Section 4.02 Nature of Duties of Paying Agent. The Paying Agent shall
have no duties or responsibilities, except those expressly set forth in this
Intercreditor Agreement or any Loan Document. The Paying Agent shall have and
may exercise such powers hereunder and under the Loan Documents as are
specifically delegated to the Paying Agent by the terms hereof or to either
Chase Bank of Texas, National Association, as Administrative Agent, or The Chase
Manhattan Bank of Canada, as Canadian Agent thereunder, together with such
powers as are reasonably incidental thereto. Neither the Paying Agent nor any of
its directors, officers, employees or agents shall be liable to the Lenders for
any action taken or omitted by it as such hereunder or under the Loan Documents,
unless caused solely by its or their gross negligence or willful misconduct. The
duties of the Paying Agent shall be mechanical and administrative in nature; and
the Paying Agent shall not have by reason of this Intercreditor Agreement a
fiduciary relationship in respect of any Lender. Nothing in this Intercreditor
Agreement, expressed or implied, is intended to or shall be so construed as to
impose upon the Paying Agent any Indebtedness in respect of this Intercreditor
Agreement and the other Loan Documents except as expressly set forth herein.
8
Section 4.03 Lack of Reliance on the Paying Agent.
(a) Independently and without reliance upon the Paying Agent or any
other Lender, each Lender, to the extent it deems appropriate, has made (i) its
own independent investigation of the financial condition and affairs of the
Obligors based on such documents and information as it has deemed appropriate in
connection with the taking or not taking of any action in connection herewith,
and (ii) its own appraisal of the credit worthiness of the Obligors. Each Lender
also acknowledges that it will, independently and without reliance upon the
Paying Agent or any other Person and based on such documents and information as
it shall deem appropriate at the time, continue to make its own credit decisions
in taking or not taking action under this Intercreditor Agreement, the
Indebtedness or the Loan Documents. Except as expressly provided in this
Intercreditor Agreement and the other Loan Documents, the Paying Agent shall
have no duty or responsibility, either initially or on a continuing basis, to
provide any Lender with any credit or other information concerning the affairs,
financial condition or business of the Obligors or any of OEI's Subsidiaries
which may come into the possession of the Paying Agent or any of its Affiliates
whether now in its possession or in its possession at any time or times
hereafter; and the Paying Agent shall not be required to keep itself informed as
to the performance or observance by any Obligor of this Intercreditor Agreement,
any Loan Document or any other document referred to or provided for herein or to
inspect the Properties or books of any Obligor.
(b) The Paying Agent shall not (i) be responsible to any Lender for any
recitals, statements, information, representations or warranties herein, in any
Loan Document, or in any document, certificate or other writing delivered in
connection herewith or therewith or for the execution, effectiveness,
genuineness, validity, enforceability, collectability, priority or sufficiency
of this Intercreditor Agreement, the Indebtedness or the Loan Documents or the
financial condition of the Obligors; or (ii) be required to make any inquiry
concerning the performance or observance of any of the terms, provisions or
conditions of this Intercreditor Agreement, the Indebtedness or the Loan
Documents, the financial condition of the Obligors, or the existence or possible
existence of any Default or Event of Default.
Section 4.04 Certain Rights of the Paying Agent. If the Paying Agent
shall request instructions from the Lenders with respect to any act or action
(including the failure to act) in connection with this Intercreditor Agreement,
the Indebtedness and the Loan Documents, the Paying Agent shall be entitled to
refrain from such act or taking such action unless and until the Paying Agent
shall have received instructions from the Required Lenders pursuant to the terms
hereof; and the Paying Agent shall not incur liability to any Person by reason
of so refraining. Without limiting the foregoing, no Lender shall have any right
of action whatsoever against the Paying Agent as a result of the Paying Agent
acting or refraining from acting under this Intercreditor Agreement or the Loan
Documents in accordance with the written instructions given in accordance with
this Intercreditor Agreement and such instructions and any action taken or
failure to act pursuant thereto shall be binding on all the Lenders. Except for
action expressly required of the Paying Agent pursuant to the terms hereof, the
Paying Agent shall be fully justified in failing or refusing to take any action
hereunder or under the Loan Documents unless it shall first be indemnified to
its satisfaction by the Obligors or the Lenders against any and all liability
and expense which may be incurred by the Paying Agent by reason of taking or
continuing to take any such action. Notwithstanding any other provision of this
Article IV or any indemnity or instructions provided by any or all of the
Lenders, the Paying Agent shall not be required to take any action which exposes
the Paying Agent to personal liability or which is contrary to this
Intercreditor Agreement, the Loan Documents or applicable law.
9
Section 4.05 Reliance by Paying Agent. The Paying Agent shall be
entitled to rely, and shall be fully protected in relying, upon any Note or
other instrument evidencing the Indebtedness, writing, resolution, notice,
statement, certificate, telex, teletype or telecopier message, cablegram,
radiogram, order or other documentary, teletransmission or telephone message
believed by it to be genuine and correct and to have been signed, sent or made
by the proper Person. The Paying Agent may consult with independent legal
counsel (which shall not be counsel for the Obligors), independent public
accountants and other experts selected by it and shall not be liable for any
action taken or omitted to be taken by it in good faith in accordance with the
advice of such counsel, accountants or experts.
SECTION 4.06 PAYING AGENT'S REIMBURSEMENTS AND INDEMNIFICATION. TO THE
EXTENT THE PAYING AGENT IS NOT REIMBURSED BY THE COMPANY OR UMC CANADA, EACH
LENDER WILL (WITHOUT DUPLICATION IN THE CASE OF A U.S. LENDER AND ITS AFFILIATED
CANADIAN LENDER) REIMBURSE AND INDEMNIFY THE PAYING AGENT, IN PROPORTION TO ITS
GLOBAL COMMITMENT PERCENTAGE, FOR AND AGAINST ANY AND ALL INDEMNITY MATTERS
WHICH MAY BE IMPOSED ON, INCURRED BY OR ASSERTED AGAINST THE PAYING AGENT IN
PERFORMING ITS DUTIES HEREUNDER OR UNDER ANY LOAN DOCUMENT OR OTHERWISE IN
CONNECTION HEREWITH OR THEREWITH, INCLUDING LOSSES OCCURRING FROM THE ORDINARY
AND/OR COMPARATIVE NEGLIGENCE OF THE PAYING AGENT, IN ANY WAY RELATING TO OR
ARISING OUT OF THIS INTERCREDITOR AGREEMENT; PROVIDED THAT NO LENDER SHALL BE
LIABLE FOR ANY PORTION OF SUCH LIABILITIES, INDEBTEDNESS, LOSSES, DAMAGES,
PENALTIES, ACTIONS, JUDGMENTS, SUITS, COSTS, EXPENSES OR DISBURSEMENTS RESULTING
SOLELY FROM THE PAYING AGENT'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.
Section 4.07 The Paying Agent in its Individual Capacity. With respect
to its Indebtedness under the Credit Agreements and its Indebtedness, the Paying
Agent shall have the same rights and powers hereunder as any other Lender and
may exercise the same as though it were not performing the duties specified
herein; and the terms "Lenders", "Required Lenders", or any similar terms shall,
unless the context clearly otherwise indicates, include Chase Bank of Texas,
National Association (or any successor Paying Agent), in its individual capacity
as and to the extent it is a holder of any Note or is an Issuing Bank and not in
its capacity as an Agent or as the Paying Agent. The Paying Agent may accept
deposits from, lend money to, and generally engage in any kind of banking,
trust, financial advisory or other business with the Obligors or any Affiliate
of the Obligors as if it were not performing the duties specified herein, and
may accept fees and other consideration from the Obligors for services in
connection with this Intercreditor Agreement and otherwise without having to
account for the same to the Lenders.
Section 4.08 Creditors as Owners. The Paying Agent may deem and treat
each Lender as the owner of such Lender's Indebtedness for all purposes hereof
unless and until the Paying Agent is notified of a change in Lenders pursuant to
the terms of Section 12.06 of the U.S. Credit Agreement or Section 12.03 of the
Canadian Credit Agreement, as applicable.
Section 4.09 Successor Paying Agent.
(a) The Paying Agent may resign at any time by giving sixty (60) days
prior written notice thereof to the Lender Group, the Company and UMC Canada and
may be removed at any time with cause by the Required Lenders, which resignation
or removal shall be effective upon the appointment of a successor to the Paying
Agent. Upon any such resignation or removal, the Required Lenders shall have the
right to appoint a successor Paying Agent. If within thirty (30) days after the
retiring Paying Agent's giving of notice of resignation or the Required Lenders'
removal of the retiring Paying Agent, no successor Paying Agent shall have been
so appointed by the Required Lenders and accepted such appointment, then, the
retiring Paying
10
Agent may, on behalf of the Lenders, appoint a successor Paying Agent, which
shall be a bank which maintains an office in the United States of America, or a
commercial bank organized under the laws of the United States of America or of
any State thereof, or any Affiliate of such bank, having a combined capital and
surplus of at least $200,000,000 as of the date of its most recent financial
statements.
(b) Upon the acceptance of any appointment as Paying Agent hereunder by
a successor Paying Agent, such successor Paying Agent shall thereupon succeed to
and become vested with all the rights, powers, privileges and duties of the
retiring Paying Agent, and the retiring Paying Agent shall be discharged from
its duties and Indebtedness under this Intercreditor Agreement. After any
retiring Paying Agent's resignation or removal hereunder as Paying Agent, the
provisions of this Intercreditor Agreement shall inure to its benefit as to any
actions taken or omitted to be taken by it while it was Paying Agent under this
Intercreditor Agreement.
Section 4.10 Employment of Paying Agent and Counsel. The Paying Agent
may execute any of its duties as Paying Agent hereunder or under the Loan
Documents by or through employees, agents, and attorneys-in-fact and shall not
be answerable to the Lenders for the default or misconduct of any such agents or
attorneys-in-fact selected by it with reasonable care, provided that the Paying
Agent shall always be obligated to account for moneys or securities received by
it or its authorized agents. The Paying Agent shall be entitled to advice of
independent counsel concerning all matters pertaining to the agency hereby
created and its duties hereunder or under the Loan Documents.
Section 4.11 Independent Action. Each Lender agrees that no Lender or
Agent other than the Paying Agent shall have any right individually to realize
upon any Liens granted by the Loan Documents or to otherwise enforce or exercise
any remedy in respect of the Loan Documents (other than the right of set-off at
law or specified in the Credit Agreements, but in any event, subject to the
terms thereof), it being understood and agreed that such remedies may be
exercised only by the Paying Agent for the ratable benefit of the Lender Group.
Each Agent and Lender further agrees that it shall not individually institute
any judicial action pertaining to the Loan Documents or exercise any other
remedy (other than the right of set-off at law or specified in the Credit
Agreements, but in any event, subject to the terms thereof), pertaining to the
Loan Documents, except with the consent of the Required Lenders.
ARTICLE V
MISCELLANEOUS
Section 5.01 Authority. The parties hereto represent and warrant that
they have all requisite power to, and have been duly authorized to, enter into
this Intercreditor Agreement.
Section 5.02 Termination. This Intercreditor Agreement shall terminate
upon receipt by the Paying Agent of evidence satisfactory to it of (a) the
payment (or prepayment) in full of the principal of and the premium, if any, and
interest on all Indebtedness, (b) the termination of the Commitments in the
Credit Agreements, and (c) the termination of the Loan Documents pursuant to the
terms of the Credit Agreements.
Section 5.03 Notices, etc. All notices and other communications
hereunder shall be given in writing and shall be given to such Person at its
address or telecopy number as set forth on the signature pages of the Credit
Agreements or such other address or telecopy number such Person may hereafter
specify by notice to the Paying Agent (who shall promptly notify the Obligors
and the other Lenders). Each notice or other communication shall be effective
(a) if given by mail, upon receipt, (b) if given by telecopier during regular
business hours, once such telecopy is transmitted to the telecopy number
provided in writing to the
11
Paying Agent by each Lender and by each Obligor, respectively, or (c) if given
by any other means, upon receipt; provided that notices to the Paying Agent are
not effective until received.
SECTION 5.04 PAYMENT OF EXPENSES, INDEMNITIES, ETC. TO THE FULLEST
EXTENT PERMITTED BY APPLICABLE LAW, THE OBLIGORS SHALL INDEMNIFY THE AGENTS AND
THE LENDERS IN ACCORDANCE WITH THE TERMS OF THE CREDIT AGREEMENTS AND THE
OBLIGORS HEREBY AGREE THAT ALL INDEMNITIES SET FORTH IN THE CREDIT AGREEMENTS
SHALL ALSO RUN IN FAVOR OF THE PAYING AGENT. IF AND TO THE EXTENT THAT THE
INDEBTEDNESS OF THE OBLIGORS UNDER THIS SECTION 5.04 OR UNDER THE RESPECTIVE
INDEMNITY PROVISIONS OF THE CREDIT AGREEMENTS ARE UNENFORCEABLE FOR ANY REASON,
THE OBLIGORS HEREBY AGREE TO MAKE THE MAXIMUM CONTRIBUTION TO THE PAYMENT AND
SATISFACTION OF SUCH INDEBTEDNESS WHICH IS PERMISSIBLE UNDER APPLICABLE LAW. THE
OBLIGORS' INDEBTEDNESS UNDER THIS SECTION SHALL SURVIVE ANY TERMINATION OF THIS
INTERCREDITOR AGREEMENT AND THE PAYMENT OF THE INDEBTEDNESS, BUT SHALL TERMINATE
UPON THE TERMINATION OF THE INDEMNITIES CONTAINED IN THE CREDIT AGREEMENTS.
Section 5.05 Applicable Law. THIS INTERCREDITOR AGREEMENT (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 TEXAS.
Section 5.06 Entire Agreement. The Notes, this Intercreditor Agreement
and the other Loan Documents embody the entire agreement and understanding
between the Lenders, the Agents and the Obligors and supersede all prior
agreements and understandings between such parties relating to the subject
matter hereof and thereof. There are no unwritten oral agreements between the
parties.
Section 5.07 Execution in Counterparts. This Intercreditor Agreement
may be executed in any number of counterparts, each of which when so executed
shall be deemed to be an original and all of which taken together shall
constitute one and the same agreement. Any signature page of a counterpart may
be detached therefrom without impairing the legal effect of the signatures
thereon and attached to another counterpart identical in form thereto but having
attached to it one or more additional signature pages signed by other parties.
Section 5.08 Amendment of Defined Instruments. Unless the context
otherwise requires or unless otherwise provided herein, the terms defined in
this Intercreditor Agreement which refer to a particular agreement, instrument
or document also refer to and include all renewals, extensions, increases,
modifications, supplements, amendments, and restatements of such agreement,
instrument or document; provided that nothing contained in this section shall be
construed to authorize any such renewal, extension, increases, modification,
supplement, amendment or restatement.
Section 5.09 References and Titles. All references in this
Intercreditor Agreement to Schedules, articles, sections, subsections and other
subdivisions refer to the Schedules, articles, sections, subsections and other
subdivisions of this Intercreditor Agreement unless expressly provided
otherwise. Titles appearing at the beginning of any subdivisions are for
convenience only and do not constitute any part of such subdivisions and shall
be disregarded in construing the language contained in such subdivisions.
Section 5.10 Severability. If any term or provision of this
Intercreditor Agreement shall be determined to be illegal or unenforceable, all
other terms and provisions of this Intercreditor Agreement shall nevertheless
remain effective and shall be enforced to the fullest extent permitted by
applicable law.
12
Section 5.11 Conflict with Loan Documents. If there is a conflict
between the terms and provisions contained in the Credit Agreements, the Notes,
any instrument evidencing the Indebtedness or any Loan Document with the terms
and provisions contained herein, the terms and provisions contained in this
Intercreditor Agreement shall control.
Section 5.12 Limitation by Law. All rights, remedies and powers
provided herein may be exercised only to the extent that the exercise thereof
does not violate any applicable provision of law; and all the provisions hereof
are intended (a) to be subject to all applicable mandatory provisions of law
which may be controlling and (b) to be limited to the extent necessary so that
they will not render this Intercreditor Agreement or any Loan Document invalid
under the provisions of any applicable law.
Section 5.13 Benefit of Agreement; Limitation on Assignment. The terms
and provisions of this Intercreditor Agreement shall be binding upon and inure
to the benefit of the Agents and each Lender and their respective successors and
assigns. Except as stated in the last sentence of Section 2.08 hereof, the terms
and provisions of this Intercreditor Agreement shall not inure to the benefit
of, nor be relied upon by, the Obligors or their successors or assigns. No
Lender shall assign, transfer or sell any part of its portion of the
Indebtedness, unless in connection with such assignment, transfer or sale, such
assignee, transferee or purchaser shall first become a party to this
Intercreditor Agreement.
13
IN WITNESS WHEREOF, the parties have caused their duly authorized
representatives to execute this Intercreditor Agreement as of the date first
above written.
LENDERS AND AGENTS:
CHASE BANK OF TEXAS, NATIONAL ASSOCIATION,
individually and as Administrative Agent
By:/s/ Xxxxxxx Xxxxxxx
---------------------------------
Xxxxxxx Xxxxxxx
Vice President
XXXXXX GUARANTY TRUST COMPANY OF NEW
YORK, individually and as Syndication Agent
By: ---------------------------------
Name: ---------------------------------
Title: ---------------------------------
BARCLAYS BANK PLC, individually and as
Documentation Agent
By: ---------------------------------
Name: ---------------------------------
Title: ---------------------------------
ABN AMRO BANK, N.V., individually and as Co-Agent
By: /s/ Xxxxxxx X. Xxxxxxx
--------------------------------
Xxxxxxx X. Xxxxxxx
Senior Vice President
By: /s/ Xxxxxx Xxxxxxxx
---------------------------------
Xxxxxx Xxxxxxxx
Senior Vice President
14
BANK OF AMERICA NATIONAL TRUST AND SAVINGS
ASSOCIATION, individually and as Co-Agent
By: Illegible Signature
Name:
Title:
BANQUE PARIBAS, individually and as Co-Agent
By: Illegible Signature
Xxxx Xxxxxxx
Vice President
By: Illegible Signature
Xxxxxx X. Xxxxxxxx
Managing Director
NATIONSBANK OF TEXAS, N.A., individually and as
Co-Agent
By: /s/ Xxxx Xxxxxxx
---------------------------
Xxxx Xxxxxxx
Senior Vice President
SOCIETE GENERALE, SOUTHWEST AGENCY,
individually and as Co-Agent
By: /s/ Xxxxxxx Xxxxxx
---------------------------
Xxxxxxx Xxxxxx
Vice President
XXXXX FARGO BANK (TEXAS), N.A., individually and
as Co-Agent
By: /s/ J. Xxxx Xxxxxxxxx
---------------------------
J. Xxxx Xxxxxxxxx
Vice President
00
XXX XXXXX XXXXXXXXX XXXX XX XXXXXX,
individually and as Canadian Agent
By: /s/ Xxxxxxxxx Xxxx
----------------------------
Xxxxxxxxx Xxxx
Vice President
TORONTO DOMINION BANK
By: Illegible Signature
----------------------------
Name:
----------------------------
Title:
----------------------------
By: Illegible Signature
----------------------------
Name:
----------------------------
Title:
----------------------------
CHASE BANK OF TEXAS, NATIONAL ASSOCIATION,
as Paying Agent
By: /s/ Xxxxxxx Xxxxxxx
---------------------------
Xxxxxxx Xxxxxxx
Vice President
HIBERNIA NATIONAL BANK
By: /s/ Xxxxxxx XxXxxx
----------------------------
Xxxxxxx XxXxxx
Vice President
TORONTO DOMINION (TEXAS) INC.
By: Illegible Signature
----------------------------
Name:
----------------------------
Title:
----------------------------
U.S. BANK NATIONAL ASSOCIATION
By: Illegible Signature
----------------------------
Name:
----------------------------
Title:
----------------------------
16
BANK ONE, TEXAS, N A.
By: Illegible Signature
----------------------------
Name:
----------------------------
Title:
----------------------------
CREDIT SUISSE FIRST BOSTON
By: Illegible Signature
----------------------------
Name:
----------------------------
Title:
----------------------------
FIRST NATIONAL BANK OF COMMERCE
By: /s/ Xxxxx X. Xxxx
----------------------------
Xxxxx X. Xxxx
Senior Vice President
BANK OF NEW YORK
By: Illegible Signature
----------------------------
Name:
----------------------------
Title:
----------------------------
SOUTHWEST BANK OF TEXAS, N.A.
By: /s/ A. Xxxxxxx Xxxxxxx
----------------------------
A. Xxxxxxx Xxxxxxx
Vice President/Manager Energy Lending
17
The Obligors hereby execute this Intercreditor Agreement to evidence their
agreement that:
1. The Obligors shall be bound by all of the terms and provisions
of this Intercreditor Agreement.
2. The Obligors acknowledge and agree that the terms of this
Intercreditor Agreement shall control over the terms of the
Credit Agreements, the Notes, the instruments evidencing the
Indebtedness and the Loan Documents to the extent of any
conflict relating to the relative rights of the Agents and the
Lenders.
3. THE INDEMNITY AND REIMBURSEMENT PROVISIONS CONTAINED IN
SECTION 5.04 SHALL APPLY TO ALL MATTERS UNDER THIS
INTERCREDITOR AGREEMENT AND THE OBLIGORS AGREE TO INDEMNIFY
AND REIMBURSE THE PAYING AGENT IN ACCORDANCE WITH THE TERMS
THEREOF.
4. Except as stated in the last sentence of Section 2.08 hereof,
the terms and provisions of this Intercreditor Agreement shall
inure solely to the benefit of the Agents, each Lender and
their respective successors and assigns and the terms and
provisions of this Intercreditor Agreement shall not inure to
the benefit of nor be enforceable by the Obligors or their
successors or assigns. This Intercreditor Agreement may be
amended as provided herein without the necessity of the
Obligors joining in any such amendment, provided, that the
Obligors shall not be bound by any amendment which would have
the effect of increasing their Indebtedness and indemnities
hereunder or materially affecting their rights or duties under
the Loan Documents unless they shall have consented to such
amendment.
5. Each Obligor at its expense will execute, acknowledge and
deliver all such agreements and instruments and take all such
action as the Paying Agent or the Required Lenders from time
to time may reasonably request in order further to effectuate
the purposes of this Intercreditor Agreement and to carry out
the terms hereof.
OBLIGORS: OCEAN ENERGY, INC., a Delaware corporation
By: /s/ Xxxxxxxx X. Xxxxxxxx
--------------------------------
Xxxxxxxx X. Xxxxxxxx
Executive Vice President
Chief Financial Officer
18
UMC RESOURCES CANADA LTD.
By: /s/ Xxxxxxx X. Xxxxxxxx
-------------------------------
Xxxxxxxx X. Xxxxxxxx
Executive Vice President
Chief Financial Officer
OCEAN ENERGY, INC., a Louisiana corporation
By: /s/ Xxxxxxx X. Xxxxxxxx
-------------------------------
Xxxxxxxx X. Xxxxxxxx
Executive Vice President
Chief Financial Officer
18
