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EXHIBIT 4.1
AMENDMENT NO. 1 TO
AMENDED AND RESTATED
RIGHTS AGREEMENT
This Amendment No. 1 to Amended and Restated Rights Agreement (this
"Amendment") is made effective as of the 24th day of November 1998. This
Amendment is an amendment to the Amended and Restated Rights Agreement, dated as
of March 17, 1989, as amended effective June 13, 1992, and amended and restated
as of December 12, 1997 (the "Rights Agreement"), between Seagull Energy
Corporation, a Texas corporation (the "Company"), and BankBoston, N.A. (as
successor to NCNB Texas National Bank) (the "Rights Agent").
RECITALS
WHEREAS, the Company proposes to enter into an Agreement and Plan of
Merger (the "Merger Agreement") dated as of the date hereof with Ocean Energy,
Inc. ("OEI") under which OEI will merge with and into the Company on the terms
set forth therein; and
WHEREAS, in connection with the transactions contemplated by the Merger
Agreement, The Prudential Insurance Company of America, Xxxxx X. Xxxx and Xxxxx
X. Xxxxxxx have entered into voting agreements with OEI of even date herewith
under which such parties have among other things agreed to support the Merger
upon the terms and conditions set forth therein (collectively, the "Voting
Agreements"); and
WHEREAS, pursuant to and in compliance with Section 26 of the Rights
Agreement, the Company and the Rights Agent wish to amend the Rights Agreement
to reflect the foregoing as set forth herein;
NOW THEREFORE, the parties hereto agree as follows:
Section 1. Amendments. Section 1(a) of the Rights Agreement is amended
by adding to the end thereof the following:
In addition, notwithstanding the first sentence of this
definition, Ocean Energy, Inc., a Delaware corporation
("OEI"), shall not be deemed to be an "Acquiring Person" by
reason of any beneficial ownership of Common Shares resulting
from the rights granted to it under those certain Voting
Agreements dated as of November 24, 1998 between OEI and each
of The Prudential Insurance Company of America, Xxxxx X. Xxxx
and Xxxxx X. Xxxxxxx as referred to in the Agreement and Plan
of Merger dated as of November 24, 1998 between the Company
and OEI.
Section 2. Remainder of Agreement Not Affected. Except set forth in
Section 1 hereof, the terms and provisions of the Rights Agreement remain in
full force and effect and are hereby ratified and confirmed.
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Section 3. Authority. Each party represents that such party has full
power and authority to enter into this Amendment, and that this Amendment
constitutes a legal, valid and binding obligation of such party, enforceable
against such party in accordance with its terms.
Section 4. Counterparts. This Amendment may be executed in one or more
counterparts, each of which shall be deemed to be an original, but all of which
shall constitute one and the same agreement.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed and attested, all as of the day and year first above written.
Attest: SEAGULL ENERGY CORPORATION
By: /s/ Xxxxxxx X. Xxxxxxxx By: /s/ Xxxxx X. Xxxxxxx
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Xxxxxxx X. Xxxxxxxx Xxxxx X. Xxxxxxx
Executive Vice President & Chief President and Chief
Financial Officer Executive Officer
Attest: BANKBOSTON, N.A.
By: /s/ Xxxxxxxx Xxxx By: /s/ Xxxxxx X. XxXxxx
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Name: Xxxxxxxx Xxxx Name: Xxxxxx X. XxXxxx
Title: Senior Account Manager Title: Senior Account Manager
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