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EXHIBIT 4.1
AMENDMENT NO. 4 TO
AMENDED AND RESTATED
RIGHTS AGREEMENT
This Amendment No. 4 to Amended and Restated Rights Agreement (this
"Amendment") is made effective as of the 19th day of May, 2000. This Amendment
is an amendment to the Amended and Restated Rights Agreement, dated as of March
17, 1989, as amended effective June 13, 1992, as amended and restated as of
December 12, 1997, as amended effective November 24, 1998, as amended effective
March 10, 1999, and as amended effective May 19, 1999 (the "Rights Agreement"),
between Ocean Energy, Inc., a Texas corporation (formerly known as Seagull
Energy Corporation and referred to herein as the "Company"), and Fleet National
Bank (f/k/a BankBoston, N.A.) (the "Rights Agent").
RECITALS
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
as set forth herein;
NOW THEREFORE, the parties hereto agree as follows:
Section 1. Amendments. Section 7(a) of the Rights Agreement is amended
to provide that the term "Final Expiration Date" shall mean May 21, 2001.
Section 2. Remainder of Agreement Not Affected. Except as 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.
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.
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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.
OCEAN ENERGY, INC.
By: /s/ Xxxxxxx X. Xxxxxxxxxx
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Xxxxxxx X. Xxxxxxxxxx
Senior Vice President - Finance,
Treasury & Corporate Development
FLEET NATIONAL BANK
By: /s/ XXXXXXX X. XXXXXX
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Name: Xxxxxxx X. Xxxxxx
Title: Director-Client Administration
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