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EXHIBIT 4.7
FIRST AMENDMENT TO THE RIGHTS AGREEMENT BETWEEN
OCEAN ENERGY, INC.
AND
HARRIS TRUST AND SAVINGS BANK, AS RIGHTS AGENT
THIS FIRST AMENDMENT ("First Amendment") to the Rights Agreement, dated as of
December 22, 1997 (the "Rights Agreement"), is by and between Ocean Energy,
Inc., a Delaware corporation (the "Company"), and Harris Trust and Savings
Bank, as Rights Agent (the "Rights Agent"). This First Amendment is dated as
of February 20, 1998. Capitalized terms used herein but not defined shall have
the meanings assigned to such terms in the Rights Agreement.
R E C I T A L S
WHEREAS, the Company and the Rights Agent have heretofore executed the
Rights Agreement; and
WHEREAS, the Company desires to amend the Rights Agreement to revise
Section 1(p) thereof;
NOW, THEREFORE, in consideration of the premises and the mutual
agreements herein set forth and in accordance with Section 27 of the Rights
Agreement, the parties hereby agree as follows:
1. Section 1(p) of the Rights Agreement is hereby
amended, effective as of the date set forth above, by revising such
Section to read in its entirety as follows:
"Exempt Person" shall mean (i) the Company or any
Subsidiary (as such term is hereinafter defined) of
the Company or any employee benefit plan of the
Company, (ii) James C. Flores, his spouse, lineal
descendants and ascendants, heirs, executors or other
legal representatives and any trusts established for
the benefit of the foregoing, or any other person or
entity in which the foregoing persons or entities are
at the time of determination the direct record and
beneficial owners of all outstanding voting
securities (each a "Flores Stockholder") or (iii) any
Person that is not a Flores Stockholder but who or
which is the Beneficial Owner of Common Stock
Beneficially Owned by a Flores Stockholder (a "Second
Tier Flores Stockholder"), but only if the shares of
Common Stock otherwise Beneficially Owned by such
Second Tier Flores Stockholder ("Second Tier Holder
Shares") do not exceed the sum of
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(A) such holder's Second Tier Holder Shares held on
the date hereof and (B) 1% of the shares of Common
Stock of the Company then outstanding; provided,
however, that in the event that James C. Flores and
all other Flores Stockholders shall at any time cease
to collectively beneficially own 15% or more of the
Common Stock of the Company then outstanding, then
James C. Flores, all Flores Stockholders and all
Second Tier Flores Stockholders shall, upon the
occurrence of such event and thereafter, cease to be
Exempt Persons.
2. Section 11(n) of the Rights Agreement is hereby
amended, effective as of the date set forth above, by revising such
Section to read in its entirety as follows:
In the event that at any time after the date of this
Agreement and prior to the Distribution Date, the
Company shall (i) declare or pay any dividend on the
Common Stock payable in Common Stock or (ii) effect a
subdivision, combination or consolidation of the
Common Stock (by reclassification or otherwise than
by payment of dividends in Common Stock) into a
greater or lesser number of shares of Common Stock,
then in any such case the Rights associated with each
share of Common Stock following any such event shall
equal the result obtained by multiplying the number
of Rights associated with each share of Common Stock
immediately prior to such event by a fraction, of
which the numerator shall be equal to the number of
shares of Common Stock outstanding immediately prior
to the occurrence of the event and of which the
denominator shall be equal to the total number of
shares of Common Stock outstanding immediately
following the occurrence of such event. The
adjustments provided for in this Section 11(n) shall
be made successively whenever such a dividend is
declared or paid or such a subdivision, combination
or consolidation is effected.
3. Except to the extent amended by this First Amendment,
the Rights Agreement shall continue in full force and effect.
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IN WITNESS WHEREOF, the parties hereto have caused this First
Amendment to be duly executed and attested, all as of the day and year first
above written.
OCEAN ENERGY, INC.
By: /s/ JAMES C. FLORES
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Name: James C. Flores
Title: Chairman, President and
Chief Executive Officer
HARRIS TRUST AND SAVINGS BANK,
as Rights Agent
By: /s/ RAY G. ROSENBAUM
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Name: Ray G. Rosenbaum
Title: Vice President