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EXHIBIT 99.10
RATIFICATION
This RATIFICATION (this "Ratification") dated as of May 9, 2001, is by
OCEAN ENERGY, INC., a corporation duly organized and validly existing under the
laws of the state of Delaware (the "OEI-Delaware"), in favor of each of the
financial institutions that is now or hereafter a party to the Credit Agreement
(as defined below) as a "Bank" (individually, a "Bank" and, collectively, the
"Banks"), THE CHASE MANHATTAN BANK, as successor by merger to Chase Bank of
Texas, National Association, as administrative agent for the Banks (in such
capacity, the "Administrative Agent"), BANK OF AMERICA, N.A., successor in
interest to Bank of America National Trust and Savings Association, as
syndication agent for the Banks (in such capacity, the "Syndication Agent"),
BANK ONE, N.A., successor in interest to Bank One, Texas, N.A., as documentation
agent for the Banks (in such capacity, the "Documentation Agent"), SOCIETE
GENERALE, SOUTHWEST AGENCY, and BANK OF MONTREAL, as managing agents for the
Banks (in such capacity, the "Managing Agents"), and THE CHASE MANHATTAN BANK,
as auction administrative agent for the Banks (in such capacity, the "Auction
Administrative Agent").
W I T N E S S E T H:
A. Ocean Energy, Inc., a Texas corporation (the "OEI-Texas"), the
Administrative Agent, the Syndication Agent, the Documentation Agent, the
Managing Agents and the Auction Administrative Agent (collectively the "Agents")
and the Banks have executed that certain Revolving Credit Agreement dated as of
March 31, 1999 (such credit agreement, as amended, the "Credit Agreement").
X. XXX-Texas has, prior to the date hereof, merged with and into
OEI-Delaware pursuant to that certain Agreement and Plan of Merger of Ocean
Energy, Inc. (Texas) and Ocean Energy, Inc. (Delaware), such that OEI-Delaware
has succeeded by operation of law to all of the liabilities and obligations, and
is the owner of all of the assets, of OEI-Texas.
NOW, THEREFORE, (i) in order to comply with the terms and conditions of
the Credit Agreement and (ii) for other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, the OEI-Delaware hereby
agrees as follows:
1. DEFINITIONS. Unless otherwise defined herein or the context
otherwise requires, terms used in this Ratification, including its preamble and
recitals, shall have the meanings provided in the Credit Agreement.
2. REFERENCES. All references in the Credit Agreement and the other
Loan Documents to "Ocean Energy, Inc." or to the "Company" shall be deemed to
refer to OEI-Delaware, for itself and as successor-in-interest to OEI-Texas. All
references in the Credit Agreement and the
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other Loan Documents to the "Credit Agreement" shall refer to the Credit
Agreement as hereby ratified.
3. RATIFICATION OF CREDIT AGREEMENT. The terms, conditions and
provisions of the Credit Agreement shall be and remain in full force and effect.
The OEI-Delaware hereby ratifies and confirms the Credit Agreement.
4. REPRESENTATIONS AND WARRANTIES. OEI-Delaware hereby represents and
warrants as follows:
a. OEI-Delaware (i) is duly organized and validly existing under
the laws of the jurisdiction of its formation; (ii) has all
requisite power, and has all material governmental licenses,
authorizations, consents and approvals necessary to own its
assets and carry on its business as now being conducted; and
(iii) is qualified to do business in all jurisdictions in
which the nature of the business conducted by it makes such
qualification necessary and where failure so to qualify would
have a Material Adverse Effect.
b. The execution and delivery by OEI-Delaware of this
Ratification, the consummation of the transactions herein
contemplated, and the compliance with the terms and provisions
hereof will not (i) conflict with or result in a breach of, or
require any consent under (A) the Organizational Documents of
OEI-Delaware, or (B) any applicable law or regulation, or any
order, writ, injunction or decree of any court or other
Governmental Authority, or any material agreement or
instrument to which OEI-Delaware is a party or by which it is
bound or to which it is subject in each case in such manner as
could reasonably be expected to have a Material Adverse
Effect; or (ii) constitute a default under any such agreement
or instrument, or result in the creation or imposition of any
Lien upon any of the revenues or property of the OEI-Delaware
in each case in such manner as could reasonably be expected to
have a Material Adverse Effect.
x. XXX-Delaware has all necessary corporate power and authority
to execute and deliver this Ratification and all Loan
Documents to which it is a party and has all necessary
corporate power and authority to perform its obligations under
this Ratification and all Loan Documents to which it is a
party or to which OEI-Texas was a party; and the execution,
delivery and performance by OEI-Delaware of this Ratification
and the Loan Documents to which it is a party or to which
OEI-Texas was a party have been duly authorized by all
necessary corporate action on its part. This Ratification and
the Loan Documents to which OEI-Delaware is a party or to
which OEI-Texas was a party constitute the legal, valid and
binding obligation of OEI-Delaware, enforceable against
OEI-Delaware in accordance with their terms, except as may be
limited by applicable bankruptcy, insolvency, reorganization
or other similar laws affecting creditors' rights and general
principals of equity.
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d. The representations and warranties made and given by
OEI-Delaware and OEI-Texas in this Ratification and in the
Credit Agreement and the other Loan Documents are true and
correct as of the date hereof except such representations and
warranties which related solely to such earlier date and
OEI-Delaware and OEI-Texas have performed each of the
covenants and agreements in this Ratification and the Credit
Agreement and the other Loan Documents required to be
performed by OEI-Delaware or OEI-Texas as of the date hereof.
5. GOVERNING LAW. THIS RATIFICATION (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 TEXAS.
6. TITLES AND HEADINGS. The titles and headings of the Sections of this
Ratification are intended for convenience only and shall not in any way affect
the meaning or construction of any provision of this Ratification.
7. CHANGES AND MODIFICATIONS IN WRITING. No provision of this
Ratification may be changed or modified except by an instrument in writing
signed by the Agents and the Banks.
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IN WITNESS WHEREOF, the undersigned have executed this Ratification as
of the date first set forth above.
OCEAN ENERGY, INC., a Delaware corporation,
and successor-by-merger to OEI-Texas
By: /s/ Xxxxxxx X. Xxxxxxxxxx
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Name: Xxxxxxx X. Xxxxxxxxxx
Title: Senior Vice President - Finance,
Treasury & Corporate Development
Address: 0000 Xxxxxx, Xxxxx 0000
Xxxxxxx, Xxxxx 00000
Attention: Xx. Xxxxxxx X. Xxxxxxxxxx
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