EXHIBIT 7
AMENDMENT NO. 6 TO
AMENDED AND RESTATED RIGHTS AGREEMENT
1. GENERAL BACKGROUND. In accordance with Section 26 of the Amended and
Restated Rights Agreement between Fleet National Bank (f/k/a BankBoston,
N.A.)("Fleet National") and Ocean Energy, Inc. dated December 12, 1997 (as
amended to date, the "Agreement"), Fleet National and Ocean Energy, Inc.
desire to amend the Agreement to appoint EquiServe Trust Company, N.A.
("EquiServe") as successor rights agent under the Agreement.
2. EFFECTIVENESS. This Amendment shall be effective as of December 12, 2001
(the "Amendment") and all defined terms and definitions in the Agreement
shall be the same in the Amendment except as specifically revised by the
Amendment.
3. REVISION. Section 21 of the Agreement entitled "Change of Rights Agent" is
hereby deleted in its entirety and replaced with the following:
"Change of Rights Agent. The Rights Agent or any successor Rights Agent
may resign and be discharged from its duties under this Agreement upon 30
days' notice in writing mailed to the Company and to each transfer agent
of the Common Shares or Preferred Shares by registered or certified mail
and to the holders of the Right Certificates by first-class mail. The
Company may remove the Rights Agent or any successor Rights Agent upon 30
days' notice in writing mailed to the Rights Agent or successor Rights
Agent, as the case may be, and to each transfer agent of the Common Shares
or Preferred Shares by registered or certified mail, and to the holders of
the Right Certificates by first-class mail. If the Rights Agent shall
resign or be removed or shall otherwise become incapable of acting, the
Company shall appoint a successor to the Rights Agent. If the Company
shall fail to make such appointment within a period of 30 days after
giving notice of such removal or after it has been notified in writing of
such resignation or incapacity by the resigning or incapacitated rights
Agent or by the holder of a Right Certificate (who shall, with such
notice, submit such holder's Right Certificate for inspection by the
company), then the registered holder of any Right Certificate may apply to
any court of competent jurisdiction for the appointment of a new Rights
Agent. Any successor Rights Agent, whether appointed by the Company or by
such a court, shall be a corporation or trust company organized and doing
business under the laws of the United States, in good standing, which is
authorized under such laws to exercise corporate trust or stock transfer
powers and is subject to supervision or examination by federal or state
authority and which has individually or combined with an affiliate at the
time of its appointment as Rights Agent a combined capital and surplus of
at least $100 million dollars. After appointment, the successor Rights
Agent shall be vested with the same powers, rights, duties and
responsibilities as if it had been originally named as Rights Agent
without further act or deed; but the predecessor Rights Agent shall
deliver and transfer to the successor Rights Agent any property at the
time held by it hereunder, and execute and deliver any further assurance,
conveyance, act or deed necessary for the purpose. Not later than the
effective date of any such appointment the Company shall file notice
thereof in writing with the predecessor Rights Agent and each transfer
agent of the Common Shares or Preferred Shares, and mail a notice thereof
in writing to the registered holders of the Right Certificates. Failure to
give any notice provided for in this Section 21, however, or any defect
therein, shall not affect the legality or validity of the resignation or
removal of the Rights Agent or the appointment of the successor Rights
Agent, as the case may be.
4. Fleet National hereby resigns as rights agent under the Agreement and
EquiServe is hereby appointed as successor rights agent to serve in
accordance with the terms of the
Agreement. References throughout the Agreement to Fleet National as the
former rights agent shall be deemed to refer to EquiServe, as successor
rights agent.
5. Section 25 of the Agreement is amended to replace the address of the
Rights Agent therein with the following:
EquiServe Trust Company, N.A.
000 Xxxxxx Xxxxxx
Xxxxxx, XX 00000
6. Except as amended hereby, the Agreement and all schedules or exhibits
thereto shall remain in full force and effect.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed
in their names and on their behalf by and through their duly authorized
officers, as of this 12th day of December, 2001.
OCEAN ENERGY, INC. FLEET NATIONAL BANK
/s/ XXXXXX X. XXXXXX /s/ XXXXX XXXXXX-XXXX
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By: Xxxxxx X. Xxxxxx By: Xxxxx Xxxxxx-Xxxx
Title: Executive Vice President Title: Managing Director
General Counsel and
Secretary
EQUISERVE TRUST COMPANY, N.A.
/s/ XXXXX XXXXXX-XXXX
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By: Xxxxx Xxxxxx-Xxxx
Title: Managing Director
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